UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 20, 2015
OSL HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Nevada | 001-32658 | 98-0441032 | ||
(State
or other jurisdiction of incorporation) |
(Commission
File No.) |
(IRS
Employer Identification No.) |
1669 Edgewood Road, Suite 214 Yardley, PA |
19067 | |
(Address of principal executive offices) | (Zip Code) |
(845) 363-6776 |
Registrant’s telephone number, including area code |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities.
Between March 7, 2015 and April 10, 2015, the Company issued an aggregate of 132,889,185 shares of the Company’s common stock upon conversion of convertible promissory notes previously issued to accredited investors. The issuance did not result in any proceeds to the Company as the funds were received upon the original issuance of the underlying convertible notes.
Between March 12, 2015 and April 10, 2015, the Company issued an aggregate of 800,000 shares of the Company’s common stock to three Company employees as bonuses.
In the aggregate, the amount of shares issued exceeds 5% of the Company’s total outstanding shares of common stock. As of the date of this filing, the Company has 630,103,978 shares of common stock outstanding.
The above issuances were made in reliance on an exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
OSL HOLDINGS, INC. | ||
Date: April 20, 2015 | By: | /s/ Robert H. Rothenberg |
Robert H. Rothenberg, | ||
Chief Executive Officer |