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 7, 2019

XSPORT GLOBAL, INC.
(Exact name of registrant as specified in its charter)
 
Wyoming
 
80-0873491
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

1800 Camden Road, #107-196, Charlotte, NC
 
28203
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number, including area code:
 
(980) 875-4199

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)
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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 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.    ☐
 
Item 1.01.
Entry into a Material Definitive Agreement.

On January 7, 2019, XSport Global, Inc., a Wyoming corporation (the “Company”), entered into an Amendment to Equity Purchase Agreement (the “Amendment”), amending the Equity Purchase Agreement (the “Equity Purchase Agreement”) with Triton Funds, LP, a Delaware limited partnership (the “Investor”).
 
The Equity Purchase Agreement gives the Company the right to require the Investor to purchase up to $1,000,000 (the “Commitment Amount”) of shares (“Capital Call Shares”) of the Company’s common stock, par value $0.001 per share, during the commitment period.
 
The sole purpose of the Amendment was to extend the commitment period such that the commitment period shall now extend to the earlier of (i) the date that the Investor has purchased Capital Shares equal to the Commitment Amount (ii) March 31, 2019, or (iii) termination of the Equity Purchase Agreement by the Company upon a material breach by the Investor.
 
The Equity Purchase agreement is subject to additional terms and conditions and the foregoing description is not complete; the Equity Purchase Agreement is described further in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 4, 2018 (the “Equity Purchase Agreement 8-K”), and the foregoing description of the Equity Purchase Agreement is qualified in its entirety by reference such Equity Purchase Agreement, which was filed as Exhibit 10.1 to the Equity Purchase Agreement 8-K.
 
Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit Number
 
Description
 
Amendment to Equity Purchase Agreement

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 thereunto duly authorized.
 
 
XSPORT GLOBAL, INC.
 
       
Date: January 18, 2019
By:
/s/ Robert Finigan, Jr.
 
 
 
Robert Finigan Jr.
Chief Executive Officer
 

 
Exhibit 10.1

AMENDMENT TO
EQUITY PURCHASE AGREEMENT

This Amendment to Equity Purchase Agreement is entered into as of December [●], 2018 (this “ Amendment ”), by and between XSport Global, Inc., a Wyoming corporation (the “Company”), and Triton Funds LP, a Delaware limited partnership (the “Investor,” and collectively with the Company, the “Parties”).

WHEREAS , the Parties entered into that certain Equity Purchase Agreement, dated as of August 28, 2018, by and between the Parties (the “ Agreement ”) and the Parties desire to amend the terms and conditions of the Agreement as set forth herein.

NOW, THEREFORE , for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties agree to amend the Agreement as follows:


1.
The meaning of “Commitment Period” set forth in Section 1.1 of the Agreement is hereby replaced in its entirety by the following:

“ Commitment Period ” shall mean the period commencing on the Execution Date and ending on the earlier of (i) the date on which the Investor shall have purchased Purchase Notice Shares pursuant to this Agreement equal to the Commitment Amount, (ii) March 31, 2019, or (iii) written notice of termination by the Company to the Investor upon a material breach of this Agreement by Investor.

IN WITNESS WHEREOF , the parties have caused this Amendment to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.

 
XSPORT GLOBAL, INC.
 
       
 
By:
 
 
 
Name: 
Robert Finigan
 
 
Title:
Chief Executive Officer
 

TRITON FUNDS LP
 
     
By:
 
 
Name: 
   
Title: