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):   March 5, 2016
 
 
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
 
On March 5, 2016, by letter agreement dated December 31, 2015, Westergaard Holdings Ltd. (“ Westergaard Holdings ”), an affiliate of Keith Westergaard, a member of our board of directors, amended the Subscription / Debt Settlement Agreement dated September 26, 2014 between DSG Tag Systems, Inc. (“ DSG TAG ”) and Westergaard Holdings, as previously amended.  Westergaard Holdings owns 4,229,384 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.  The letter agreement modifies 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 May 1, 2016, the Company 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 June 1, 2016, the Company 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 July 1, 2016, the Company must complete an additional financing for gross proceeds of at least $5.0 million and use at least $3.04 million to redeem the remaining 2,429,384 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 December 31, 2015, extending dates of redemption obligations.
 

 
 
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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: March 8, 2016
DSG Global Inc.
   
   
By:  
/s/ Robert Silzer
 
 
Robert Silzer
 
President and Chief Executive Officer

 
 
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EXHIBIT INDEX
 
 
Exhibit
Number
 
Description
     
10.1
 
Letter from Westergaard Holdings Ltd., dated December 31, 2015, extending dates of redemption obligations.
 

 
 
 

Exhibit 10.1
 
Westergaard Holdings Ltd.
 
12757 54th Avenue, Surrey, BC V3X 3C1 (604) 970-4992
 
December 31, 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 per your request, Westergaard Holdings Ltd. hereby extends redemption dates as set out in a Letter Agreement addressed to yourself and dated November 10 ,   2015 as follows:
 
1.  
I hereby agree to extend the December 15, 2015 redemption date to May 1, 2016.
2.  
I hereby agree to extend the January 15, 2016 redemption date to June 1, 2016.
3.  
I hereby agree to extend the February IS, 2016 redemption date to July 1, 2016.
 
I trust the extension of redemption dates as set out above will provide yourself and the company ample time to raise sufficient capital to redeem all of the Series A Convertible Preferred Shares owned by Westergaard Holdings Ltd. and to provide DSG Global Inc. with working capital as required to move forward.
 
Yours very truly,
 
Westergaard Holdings Ltd.


/s/ Keith Westergaard                
Keith B. Westergaard





keith.westergaard@gmail.com