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): April 18, 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 April 18, 2017, Sport Endurance, Inc. (the “Company”) entered into Forbearance Agreements with two holders (the “Lenders”) of the Company’s 10% Senior Secured Convertible Promissory Notes (the “Notes”), pursuant to which the Company and the Lenders agreed to extend the due date of the Notes to May 1, 2017, in exchange for payments by the Company to the Lenders in a total amount of $45,000.

The $45,000 payment to the Lenders was made with the proceeds of a loan made to the Company by David Lelong, the Company’s Chief Executive Officer. This loan bears 2% annual interest and is payable upon demand.

On April 21, 2017, Mr. Lelong loaned the Company an additional $11,000 under the terms described above to be used for the Company’s working capital needs.

Item 2.03   Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure concerning loans to the Company made by Mr. Lelong is incorporated by reference from Item 1.01, above.
 
Item 9.01   Financial Statements and Exhibits .
 
(d) Exhibits.

Exhibit No.
Exhibit
   
10.1
   
10.2


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.

 
SPORT ENDURANCE, INC.
 

Date: April 24, 2017
By:  /s/ David Lelong                
Name: David Lelong
Title: Chief Executive Officer
 
 

Exhibit 10.1

Sport Endurance, Inc.
222 Broadway, 19th Floor
New York, NY 10038

April 18, 2017

Re:   Sport Endurance, Inc. / Forbearance on Senior Secured Promissory Notes

Dear Sir:

This letter agreement (the “Agreement”) acknowledges that in exchange for Sport Endurance, Inc. (the “Company”), paying $_________ to ___________________ (the “Lender”), you agree that the due date under the 10% Senior Secured Promissory Note (the “Senior Note”) shall be extended to 5:00 pm Eastern Daylight Savings time on May 1, 2017 (the “Due Date”).

Without modifying or amending the terms of the Senior Note, the Security Agreement or the Purchase Agreement , the Lender   agrees to forebear and not to seek collection against the Company of any amounts due under the Senior Note,   Security Agreement or 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 Purchase Agreement. The Senior Note , Security Agreement, 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:

Lender


By:                                                                                    
Exhibit 10.2
 
 
PROMISSORY NOTE
 
$56,000
April 21, 2017
 
FOR VALUE RECEIVED, the undersigned (“Maker”) promises to pay to the order of David Lelong (the “Holder”) the sum of Fifty-Six Thousand Dollars ($56,000).  This Note shall bear interest at the rate of two percent (2%) per annum.  Said principal and interest is due and payable upon demand of the Holder.  Interest shall accrue on the sum of Forty-Five Thousand Dollars ($45,000) for the period of April 18, 2017 through April 20, 2017. Interest shall accrue on the sum of Fifty-Six Thousand Dollars ($56,000) for the period of April 21, 2017 through the date of repayment.

Payments shall be made of lawful money of the United States at such place designated in writing by the Holder at the time of demand.

All makers and endorsers now or hereafter becoming parties hereto jointly and severally waive demand, presentment, notice of non-payment in protest and, if this Note becomes in default and is placed into the hands of an attorney for collection, to pay attorneys’ fees and all other costs for making such collection, provided the Holder is the prevailing party.

This Note may not be changed or terminated orally, but only with an agreement in writing, signed by the parties against whom enforcement of any waiver, change, modification or discharge is sought, with such agreement being effective and binding only upon the parties thereto.

Each of the Maker and the Holder hereby waives any right to a trial by jury in any action or proceeding to enforce or defend any rights under this note and any amendment, instrument, document or agreement delivered or which may in the future be delivered in connection herewith or therewith or arising from any relationship existing in connection with any of the foregoing, and agrees that any such action or proceeding shall be tried before a court and not before a jury.

This Note and the rights and obligations of the Holder and of the undersigned shall be governed by and construed and enforced in accordance with the laws of the State of New York.

 
SPORT ENDURANCE, INC.


By:   /s/ David Lelong                                              
      David Lelong
      Chief Executive Officer