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 1 , 2015
 
 
DSG GLOBAL INC.
(Exact Name of Registrant as Specified in Charter)
 
Nevada
000-53988
26-1134956
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

214 - 5455 152nd Street
Surrey, British Columbia, Canada V3S 5A5
(Address of Principal Executive Offices)
 
(877) 589-8806
(Registrant’s telephone number, including area code)
 
Not Applicable
(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 ( see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 
 
 
Item 1.01 Entry into a Material Definitive Agreement.
 
Reference is made to that certain Subscription / Debt Settlement Agreement dated September 26, 2014 between DSG TAG and Westergaard Holdings Ltd. (“ Westergaard Holdings ”), an affiliate of Keith Westergaard, a member of our board of directors, as amended by that certain Addendum to Subscription / Debt Settlement Agreement dated October 7, 2014, that certain Second Addendum to Subscription / Debt Settlement Agreement dated April 29, 2015, and that certain Third Addendum to Subscription Agreement / Debt Settlement dated August 11, 2015 (as amended, the “ Settlement Agreement ”).
 
Westergaard Holdings owns 4,309,384 shares (the “ Series A Shares ”) of Series A Convertible Preferred Stock of DSG TAG. Pursuant to the Settlement Agreement, DSG TAG has agreed that DSG Global Inc. will complete financings for gross proceeds of at least $10 million and use a portion of the proceeds to redeem all of the Series A Shares.
 
On September 1, 2015, by letter addressed to DSG Global Inc., Westergaard Holdings modified the redemption provisions, which now obligate us to raise capital and redeem the Series A Shares at a price of $1.25 per share as follows:
 
 
(i)
On or before September 30, 2015, we must complete a financing for gross proceeds of at least $2.5 million and use at least $1.125 million to redeem a minimum of 900,000 Series A Shares;
 
 
(ii)
On or before October 30, 2015, we must complete an additional financing for gross proceeds of at least $2.5 million and use at least $1.125 million to redeem a minimum of 900,000 additional Series A Shares; and
 
 
(iii)
On or before December 1, 2015, we must complete an additional financing for gross proceeds of at least $5.0 million and use at least $3.14 million to redeem the remaining 2,509,384 Series A Shares.
 
The foregoing summary of the modification does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the letter filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
 
Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits .
 
The following exhibits are filed herewith:
 
Exhibit
   
Number
 
Description
     
10.1
 
Letter from Westergaard Holdings Ltd., dated September 1, 2015, extending dates of redemption obligations.
 
 
 
2
 

 
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.
 
Date: September 8, 2015
DSG Global Inc.
   
   
By:  
/s/ Robert Silzer
 
 
Robert Silzer
 
President and Chief Executive Officer

 
 
3
 
 
EXHIBIT INDEX
 
 
Exhibit
   
Number
 
Description
     
10.1
 
Letter from Westergaard Holdings Ltd., dated September 1, 2015, extending dates of redemption obligations.
 
Exhibit 10.1
 

Westergaard Holdings Ltd.
 
12757 54th Avenue, Surrey, BC  V3X 3Cl (604) 970-4992
 

September 1, 2015
 
 
Robert C. Silzer DSG Global Inc. 5455 - 152 Street
Suite 214 Surrey, BC V3S 5A5
 
Dear Mr. Silzer:
 
RE: Westergaard   Holdings   Ltd.   -   Subscription   Agreement/Debt   Settlement   &   Addendums
 
As you are aware, the first redemption of Series A Convertible Preferred Shares by DSG Global Inc., for a total redemption price of US$1,250,000 was due to conclude August 31, 2015.
 
I am well aware that you and DSG Global Inc. are making valiant efforts to raise capital, thus I am pleased to advise you as follows:
 
1.  
I hereby extend the August 31, 2015 redemption date noted in the Third Addendum to Subscription Agreement/Debt Settlement to September 30, 2015.
 
2.  
I hereby extend the September 30, 2015 redemption date noted in the Third Addendum to Subscription Agreement/Debt Settlement to October 30, 2015.
 
3.  
I hereby extend the November 1, 2015 redemption date noted in the Third Addendum to Subscription Agreement/Debt Settlement to December 1, 2015.
 
In the event that you and the company require the redemption dates as set out above to be extended further, I am amenable to further, future extensions of the redemption dates as set out above, subject to being satisfied that the company is moving forward in a positive manner in its efforts to raise capital and generate a profit.
 
Yours very truly,
 
Westergaard Holdings Ltd.
 
 
/s/ Keith B. Westergaard                
Keith B. Westergaard



keith.westergaard@gmail.com