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): September 7, 2018

ARISTA FINANCIAL CORP.

(Exact Name of Registrant as Specified in Charter)

51 JFK Parkway, First Floor West

Short Hills, New Jersey 07078

 (Address of principal executive offices)

(973) 218-2428

(Registrant's telephone number)

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:

☐    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))

Indicate 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).

Emerging growth company  ☐

If 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.   ☐

On September 7, 2018, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (the “Buyer”) pursuant to which the Buyer purchased from the Company a Convertible Promissory Note (the “Note”) in the aggregate principal amount of $137,500. The Company received net proceeds from the Buyer of approximately $120,000 after deducting a 10% original issue discount and fees and expenses of Buyer’s counsel. In connection with the sale of the Note, the Company also issued 20,000 shares of the Company’s common stock, par value $0.0001, to the Buyer (the “Commitment Shares”) and delivered a warrant (the “Warrant” and, together with the Note and the Purchase Agreement, the “Transaction Documents”) to the Buyer to purchase up to 50,000 shares of the Company’s common stock, subject to the terms and conditions described below. The Company expects to use the net proceeds from the sale of the Note for its general corporate purposes, including the acquisition of additional equipment leases. The Purchase Agreement also grants the Buyer piggyback registration rights and the right to participate in future offerings of the Company’s securities on the terms and conditions set forth therein so long as the Note is outstanding.

The Note accrues interest at the rate of 8% per annum. Interest and principal are payable on June 7, 2019, nine months after the date of the Note. Any amount of principal or interest on the Note which is not paid when due shall bear interest at the default rate of interest of 15% per annum. The Company has the right to prepay the principal amount of the Note and accrued interest in whole or in part at any time upon three (3) trading days’ prior written notice to the Buyer at a prepayment price equal to (i) 115% of the principal amount plus accrued interest if the Company exercises its right by December 6, 2018, (ii) 125% of the principal amount plus accrued interest if the Company exercises its right from December 7, 2018 to March 4, 2019 and (iii) 130% of the principal amount plus accrued interest if the Company exercises its right from March 5, 2019 to the calendar day immediately preceding the maturity date. If an event of default as set forth in the Transaction Documents occurs, the Buyer may declare the Note immediately due and payable and the Company will be obligated to pay a default amount equal to 150% of the principal amount plus accrued interest.

The Note is convertible into shares of the Company’s common stock at any time at a conversion price equal to the lower of (i) $1.00 per share or (ii) 75% multiplied by the lowest traded price of the common stock during the twenty (20) consecutive trading day period immediately preceding the trading day on which the Company receives a notice of conversion, subject to a Floor Price of $0.25; provided, however, that the Floor Price shall not apply if our common stock trades at a price less than the Floor Price for at least five (5) trading days in any ten (10) trading day period after the issue date. The conversion price is subject to adjustment for stock splits, reverse stock splits, stock dividends and certain other similar or dilutive transactions, and subject to the Transaction Documents.

The Warrant entitles the holder to purchase up to 50,000 shares of the Company’s common stock at an exercise price equal to $1.25 per share, subject to adjustment for stock splits, reverse stock splits, stock dividends and certain other similar or dilutive transactions. The Warrant is also subject to cashless exercise in the event that the market price of the common stock is greater than the exercise price. The Warrant will expire on September 7, 2021.

The foregoing descriptions of the Purchase Agreement, Note and Warrant are qualified in their entirety by reference to terms of the Purchase Agreement, Note and Warrant which have been filed as exhibits to this Current Report on Form 8-K.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

The Note, Warrant and Commitment Shares as well as the shares of the Company’s common stock into which the Note is convertible and for which the Warrant is exercisable were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale in connection with any distribution thereof.

(d)       Exhibits

SIGNATURES

 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.