Attached files
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| EX-2.1 - EXHIBIT 2.1 SHARE EXCHANGE AGREEMENT - SHARING SERVICES GLOBAL Corp | ex2_1apg.htm |
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
__________________
September 29, 2017
Date of Report (Date of Earliest event reported)
SHARING SERVICES, INC.
(Exact Name of Registrant as Specified in Charter)
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Nevada |
333-205310 |
30-0869786 |
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(State or other Jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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930 S. 4th Street, Suite 150, Las Vegas, NV 89101 | |
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(Address of principal executive offices) | |
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Registrant's telephone number, including area code: |
714-203-6717 |
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___________________________________________________
(Former Name or Former Address, If Changed Since Last Report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
Please see the disclosures set forth under Item 2.01 herein below.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On September 29, 2017, Sharing Services, Inc., a Nevada corporation (the “Company”), entered into a Share Exchange Agreement (the “Agreement”) with Four Oceans Holdings, Inc., a Nevada corporation (“FOH”). On September 29, 2017, there was a Closing of the transaction (the “Closing Date”). Pursuant to the terms of the Agreement, the Company acquired all of the shares of capital stock of FOH from the holders of such stock (the “Equity-Holders”), in exchange for the issuance of Seventy-five Million (75,000,000) newly-issued restricted shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”). Following the Closing Date, FOH will operate as a wholly-owned subsidiary of the Company.
The amount of the consideration given for the acquisition of the shares of capital stock of FOH was determined pursuant to arm’s length negotiations between the parties. The summary of the Agreement set forth above does not purport to be a complete statement of the terms of the Agreement. The summary is qualified in its entirety by reference to the full text of the Agreement which is being filed with this Current Report on Form 8-K (this “Report”) as Exhibit 2.1 and incorporated herein by reference.
Item 3.02 Unregistered sales of equity Securities.
In connection with the closing of the Agreement, described in Item 2.01 above, the Company issued Seventy-five Million (75,000,000) restricted shares of its Series A Preferred Stock, par value $0.0001 per share, to the Equity-Holders of FOH. Each of the Equity Holders has represented that it was acquiring the respective shares of Series A Preferred Stock for investment and not with a view toward resale or public distribution of such shares, and acknowledged that the shares of Series A Preferred Stock had not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and that they constituted “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act. The certificates representing such shares of Series A Preferred Stock will bear a restrictive legend. The issuance of securities to the Equity-Holders was conducted in reliance on Section 4(a)(2) of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(a)
Financial statements of business acquired. The financial statements required to be filed pursuant to this Item will be filed by amendment no later than 71 calendar days after the date on which this Report is required to be filed.
(b)
Pro forma financial information. The pro forma financial information that is required to be filed pursuant to this Item will be filed by amendment no later than 71 calendar days after the date on which this Report is required to be filed.
(c)
Shell company transactions. Not applicable.
(d)
Exhibits
Exhibit Number
Description
Location
2.1
Share Exchange Agreement dated September 29, 2017
Provided herewith
by and between Sharing Services, Inc., Four Oceans
Holdings, Inc., and the Equity-Holders of Four Oceans
Holdings, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: October 5, 2017 SHARING SERVICES, INC. By: /s/ Jordan Brock Name: Jordan Brock Title: Chief Executive Officer/President |