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): January 28, 2019

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:

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.   ☐

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 28, 2019, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with EMA Financial, LLC, a Delaware limited liability company (the “Buyer”) pursuant to which the Buyer purchased from the Company a 12% Convertible Note (the “Note” and, together with the Purchase Agreement, the “Transaction Documents”) in the aggregate principal amount of $35,000. The Company received net proceeds from the Buyer of approximately $31,500 after deducting original issue discount and fees and expenses of Buyer’s counsel. 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 12% per annum. Interest and principal are payable on October 28, 2019, nine months after the date of the Note; provided that the Buyer may extend the maturity date by up to six (6) months. 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 24% 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 five (5) trading days’ prior written notice to the Buyer at a prepayment price equal to (i) 130% of the principal amount plus accrued interest if the Company exercises its right by April 28, 2019 and (ii) 145% of the principal amount plus accrued interest if the Company exercises its right from April 29, 2019 to July 27, 2019. The Note may not be prepaid after July 27, 2019. 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 175% of the principal amount plus accrued interest and other amounts owing under the Transaction Documents.

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) the closing sale price on the trading day immediately preceding the issue date of January 28, 2019 ($1.15 per share) or (ii) 60% multiplied by the lowest traded price of the common stock during the twenty (20) consecutive trading day period during which at least 100 shares were traded immediately preceding the trading day on which the Company receives a notice of conversion. 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 foregoing descriptions of the Transaction Documents are qualified in their entirety by reference to terms of the Purchase Agreement and the Note, copies of which have been filed as exhibits to this Current Report on Form 8-K.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

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, as well as the shares of the Company’s common stock into which the Note is convertible, 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 transaction 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.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(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.