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: May 16, 2018

(Date of earliest event reported)


SHARING SERVICES, INC.

(Exact name of registrant as specified in its charter)



Nevada

 

 

333-205310

 

30-0869786

(State or other jurisdiction of

 

 

(Commission file number)

 

(I.R.S. Employer

incorporation)

 

 

 

 

Identification Number)


1700 Coit Road, Suite 100, Plano, Texas 75075

(Address of principal executive offices)


(714) 203-6717

(Registrant’s telephone number, including area code)



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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [X]

 

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 May 16, 2018, Sharing Services, Inc. (the “Company”) entered into a financing transaction whereby the Company borrowed the sum of Two Hundred and Three Thousand dollars ($203,000.00) from an accredited investor, Power Up Lending Group Ltd. (the “Lender”). The transaction involved the issuance by the Company in favor of the Lender of a Convertible Promissory Note (the “Note”) in the principal amount of $203,000.00. The Note accrues interest at the rate of Twelve percent (12%) per annum with the principal amount and all accrued interest being due and payable on May 16, 2019. At the option of the Lender, the Note is convertible into shares of the Company’s common stock at any time following 180 days from its issuance. The foregoing description of the Note dated May 16, 2018 is a summary only and is qualified in its entirety by the full text of the Note, which is filed as Exhibit 1.1 hereto, and incorporated herein by reference.

 


Item 3.02.  Unregistered Sales of Equity Securities


In connection with the closing of the transaction, described in Item 1.01 above, the Company issued a Convertible Promissory Note in the amount of Two Hundred and Three Thousand dollars ($203,000.00) (the “ Securities ”). The Lender has represented that it was acquiring the Securities for investment and not with a view toward resale or public distribution of such Securities and acknowledged that the Securities had not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”) and that they constituted “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act. The Note bears a restrictive legend. The issuance of Securities to the Lender was conducted in reliance on Section 4(a)(2) of the Securities Act.  



Item 9.01.  Financial Statements and Exhibits


(d) Exhibits


Exhibit Number

 

Description

 

1.1

Convertible Promissory Note dated May 16, 2018 issued by Sharing Services, Inc., in favor of Power Up Lending Group Ltd., in the principal amount of Two Hundred and Three Thousand dollars ($203,000.00). *

 

 

2.1

Securities Purchase Agreement dated May 16, 2018 by and between Sharing Services, Inc. and Power Up Lending Group Ltd. *

 

 

*

Included herewith


 


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.




 

SHARING SERVICES, INC.

 

 

 

 

June 5, 2018

By:

/s/ John Thatch

 

 

Name: John Thatch

 

 

Title: President, Chief Executive Officer and Director

 


 

3


EXHIBIT 1.1



 


 


EXHIBIT 2.1