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 4, 2017

Sport Endurance, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
 
333-161943
 
26-2754069
(State or other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
222  Broadway, 19th Floor, New York, NY
 
10038
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (646) 846-4280

Former Address: N/A

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))

 
Item 1.01      Entry into a Material Definitive Agreement

On January 4, 2017, Sport Endurance, Inc. (the “Company”) entered into a Forbearance Agreement (the “Agreement”) with a certain holder of $103,213 of the Company’s 10% Secured Convertible Promissory Notes (the “Note”) named therein (the “Lender”), pursuant to which the Company and the Lender agreed that, (i) the Company would pay $50,000 toward the sums due under the Note, (ii) a penalty of $7,500 would be applied to the sum of the Note, and (iii) the due date of the Note would be extended to February 15, 2017. Additionally, if the Company does not pay the Note in full, including interest and penalties, by the due date, the $50,000 shall be added to the principal of the Note.

The foregoing descriptions of the Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the Agreement. A copy of the form of Agreement is attached hereto as Exhibit 10.1, and is incorporated herein by reference.


Item 9.01    Financial Statements and Exhibits .

(d) Exhibits.

Exhibit No.                  Exhibit

10.1                  Form of Forbearance 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 hereunto duly authorized.
 
 
SPORT ENDURANCE, INC.
 
 
Date: January 10, 2017
By:  /s/ David Lelong                               
Name:  David Lelong
Title:  Chief Executive Officer


 
 
Exhibit 10.1

 
Sport Endurance, Inc.
222 Broadway, 19 th Floor
New York, NY 11201

January __, 2017

______________
______________
______________

Re:            Sports Endurance, Inc. / Forbearance on Senior Secured Promissory Note

Dear Sirs:

This letter agreement (the “Agreement”) acknowledges that in exchange for Sport Endurance, Inc. (the “Company”) (i) paying you the sum of $50,000 paid toward the sums due under the 10% Senior Secured Promissory Notes executed and delivered by the Company to _____________ (“______”) (the “ Senior Note ”), and (ii) a $7,500 penalty to be applied to the principal sum due under the Senior note, ______ agrees that the due date under the Senior Note shall be extended to 5:00 pm on February 15, 2017 (the “Due Date”).  If the Senior Note is not paid in full, including principal, interest and penalties, the $50,000 shall be added to the principal of the Senior Note.  Notwithstanding any cure provision in the Senior Note, such cure provision shall be null and void.

Without modifying or amending the terms of the Senior Note, the Security Agreement or the Securities Purchase Agreement , ______   agrees to forebear and not to seek collection against the Company of any amounts due under the Senior Note,   Security Agreement or Securities Purchase Agreement through and until the Due Date. The period of forbearance provided in this Agreement shall terminate on the Due Date if the amount due under the Senior Note is not paid within that period.

Except as modified by this Agreement, the Company hereby ratifies and confirms the terms and provisions of the Senior Note, the Security Agreement and the Securities Purchase Agreement. The Senior Note , Security Agreement, Securities Purchase Agreement and all other agreements, instruments and other documents executed in connection with the obligations of the Company under the Senior Note are legal, valid, binding and enforceable against the Company in accordance with their terms.

Any number of counterparts of this Agreement may be signed and delivered, each of which shall be considered an original and all of which, together, shall constitute one and the same instrument.

Please sign below evidencing your agreement to be bound by this Agreement and return to us.


Very truly yours,



_________________________
David Lelong
President and CEO


We hereby agree to the foregoing:




By:                                                                               
Name:
Title: