AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported): June 8, 2018
FIELD HOLDINGS, INC.
name of registrant as specified in its charter)
or other jurisdiction
Cedar Ave, Suite 230
Charles, IL 60174
of Principal Executive Offices)
telephone number, including area code
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
growth company [ ]
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
3.02. Unregistered Sales of Equity Securities.
June 8, 2018, Sports Field Holdings, Inc. (the “Company”) issued and sold 133,333 shares of the Company’s common
stock, par value $0.00001 per share (“Common Stock”), at a per share price of $0.15 in cash (the “June Offering”).
The aggregate number of shares of the Company’s Common Stock sold in connection with the June Offering and the Company’s
prior offerings, at the same per share price, was 923,332 (collectively, the “Shares”). The Shares were issued pursuant
to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
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.
||SPORTS FIELD HOLDINGS, INC.|
June 20, 2018
Executive Officer |