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): June 5, 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 June 5, 2017, Sport Endurance, Inc. (the “Company”) entered into a Forbearance Agreement with a holder (the “Lender”) of a 10% Senior Secured Convertible Promissory Note (the “Note”), pursuant to which the Company and the Lender agreed to extend the due date of the Note to December 27, 2017.  As part of the Agreement, the Company increased the principal by $50,111.38 and waived a $163,151 default penalty.  The new principal of the Note is $275,668.27.

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: June 9, 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


June 5, 2017


Re:            Sport 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”) and increasing the sums of principal due under the Note by $50,111.38, _________ hereby agrees that the due date under the Senior Note shall be extended to 5:00 pm on December 27, 2017 (the “Due Date”) and _________ hereby waives that provision of the letter agreement between the Company and _____________, dated as of December 28, 2016, providing for a $163,151 default penalty under the circumstances stated therein. For the avoidance of doubt, the total value of all sums due under the Note as of the date hereof.

Without modifying or amending the terms of the Senior Note, the Security Agreement or the Purchase Agreement, ________ 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 Notes, 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,



/s/ David Lelong                               
David Lelong
President and CEO
 
Exhibit 10.1

We hereby agree to the foregoing:

/s/                                                                  


By: