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
February 3, 2023
Date of Report (Date of Earliest event reported)
SHARING SERVICES GLOBAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Nevada | 000-55997 | 30-0869786 | ||
(State or other Jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
5200 Tennyson Parkway, Suite 400, Plano, Texas
(Address of principal executive offices)
| Registrant’s telephone number, including area code: | (469)-304-9400 |
(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:
| ☐ | 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 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange in which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (/Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
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 Definitive Material Agreement.
As previously reported on the Current Report on Form 8-K that was filed with the Securities and Exchange Commission (the “SEC”) on January 27, 2022, Sharing Services Global Corporation (the “Company”) and DSS, Inc. (“DSS”) entered into a one-year business consulting agreement (the “Consulting Agreement”). Pursuant to the Consulting Agreement, the Company agreed to pay DSS sixty thousand dollars ($60,000) a month and issue a warrant exercisable for fifty million (50,000,000) shares of Class A Common Stock (the “Service Warrants”).
On February 3, 2023, the Company mutually agreed with DSS to enter into a Letter Agreement (the “DSS Letter Agreement”), pursuant to which the Company and DSS have agreed to terminate and release all obligations of the Consulting Agreement effective as of December 31, 2022. In accordance with the DSS Letter Agreement, the Company also agreed to issue 33,333,333 shares of the Company’s Common Stock in lieu of cash payment to satisfy the accrued and unpaid service fees equal to $700,000 owed to DSS under the Consulting Agreement.
As previously reported on the Current Report on Form 8-K that was filed with the SEC on April 8, 2021, on April 5, 2021, the Company and Decentralized Sharing Systems, Inc. (“DSSI”), a subsidiary of DSS entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”). Under the terms of the Securities Purchase Agreement, the Company issued: (a) a Convertible Promissory Note in the principal amount of $30.0 million (the “Note”) in favor of DSSI, and (b) a detachable Warrant to purchase up to 150,000,000 shares of the Company’s Class A Common Stock, at $0.22 per share.
As previously reported on the Annual Report on Form 10-K that was filed with the SEC on June 21, 2022, on June 15, 2022 (the “Issuance Date”), the Company together with DSS, entered into an agreement pursuant to which the Company issued, to DSSI: (a) a two-year Convertible, Advancing Promissory Note in the principal amount of $27.0 million (the “2022 Note”) in favor of DSSI and (b) a detachable Warrant to purchase up to 818,181,819 shares of the Company’s Class A Common Stock at the exercise price of $0.033 per share. The 2022 Note held interest at the annual rate of 8% and was due and payable on demand or, if no demand, on May 1, 2024. At any time during the term of the 2022 Note, all or part of the Note was convertible into up to 818,181,819 shares of the Company’s Class A Common Stock, at the option of the holder. Under the terms of the agreement, the Company agreed to pay to DSSI a loan origination fee of $270,000. In addition, DSSI agreed to surrender to the Company all DSSI’s rights pursuant to: (a) a certain Convertible Promissory Note in the principal amount of $30.0 million issued by the Company in April 2021 in favor of DSSI, and (b) a certain detachable Warrant to purchase up to 150,000,000 shares of the Company’s Class A Common Stock, at $0.22 per share, issued concurrently with such $30.0 million note.
On February 28, 2023, the Company and DSSI, mutually agreed in a Letter Agreement (the “DSSI Letter Agreement”) to a mutual settlement of the interest accrued on the 2022 Note issued by the Company to DSSI. In accordance with the DSSI Letter Agreement, the Company agreed to issue 26,285,714 shares of the Company’s Common Stock, at a price per share of $0.021 in lieu of cash payment to satisfy the accrued and unpaid interest between the Issuance Date through and including December 31, 2022, equal to $552,000 owed to DSS under the DSSI Letter Agreement.
The information set forth above is qualified in its entirety by reference to the Consulting Agreement, the DSS Letter Agreement, and the DSSI Letter Agreement attached hereto as Exhibit 10.1, 10.2, and 10.3 each of which are incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 1.02.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02.
| 2 |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 20, 2023 (the “Issuance Date”), the Company granted the chief executive officer of the Company, John “JT” Thatch 8,444,663 warrants of the Company (the “Warrants”) to purchase shares of the Company’s Common Stock, at the exercise price of $0.0001 per share. The Warrants expire five (5) years from the Issuance Date. Mr. Thatch was granted the Warrants in recognition of his ongoing business restructuring efforts.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Business Consulting Agreement dated January 24, 2022, by and between Sharing Services Global Corporation and DSS, Inc. (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 27, 2022) | |
| 10.2 | Letter Agreement dated February 3, 2023, by and between Sharing Services Global Corporation and DSS, Inc. | |
| 10.3 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 3 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 29, 2023 | SHARING SERVICES GLOBAL CORPORATION | |
| By: | /s/ John Thatch | |
| Name: | John Thatch | |
| Title: | Chief Executive Officer and Vice Chairman of the Board of Directors | |
| 4 |
Exhibit 10.2
February 3, 2023
DSS, Inc.
275 Wiregrass Pkwy
West Henrietta, New York 14586
Attn.: Frank D. Heuszel, CEO
| RE: | Mutual Termination of Business Consulting Agreement |
Mr. Heuszel:
The purpose of this letter agreement (“Letter Agreement”) is to set forth the terms of the mutual release and termination by the parties as it relates to that certain business consulting agreement by and between Sharing Services Global Corporation (“SHRG”) and DSS, Inc. (“DSS”) dated January 24, 2022 (the “Consulting Agreement”). SHRG and DSS are sometimes referred to individually as a “party” and collectively as the “parties” in this Letter Agreement.
This Letter Agreement expresses the intentions of the parties and is intended to create a binding agreement.
| 1. | Mutual Termination of the Consulting Agreement. Effective as of December 31, 2022, the Consulting Agreement is hereby terminated so as to have no further force and effect, and the parties (and their assignees) are hereby relieved of all of their respective obligations thereunder, except as set forth in Section 4 below. | |
| 2. | Mutual Release. Except as set forth in Section 4 below, the parties (and their past, present and future officers, directors, employees, servants, agents, representatives, successors, predecessors, divisions, subsidiaries, parents, affiliates, business units, and assigns of each of them) hereby release the other party (and their past, present and future officers, directors, employees, servants, agents, representatives, attorneys, successors, predecessors, divisions, subsidiaries, parents, affiliates, business units, and assigns of each of them) from any and all claims, demands, damages, actions, causes of action or suits at law or in equity of whatever kind or nature, liabilities, verdicts, debts, judgments, liens and injuries, whether based upon the Consulting Agreement or any other legal or equitable theory of recovery, known or unknown, past, present or future, suspected to exist or not suspected to exist, anticipated or not anticipated, which have arisen or are now arising or hereafter may arise, whether presently asserted or not. | |
| 3. | Mutual Consent. The Parties hereto, and each of them, do hereby: (i) acknowledge that they have reviewed or caused to be reviewed the Consulting Agreement; (ii) acknowledge that they have reviewed or caused to be reviewed this Letter Agreement; (iii) unconditionally consent to the termination of the Consulting Agreement; and (iv) unconditionally consent to the release of any and all claims as described in Section 2 above. | |
| 4. | Accrued Services Fees. Notwithstanding any provision contained herein, the Parties agree and acknowledge that SHRG has accrued and unpaid service fees equal to $700,000 owed to DSS under the Consulting Agreement and, in lieu of a cash payment thereof, the Company shall issue to DSS [33,333,333] shares of SHRG’s common stock (calculated on a pre-reverse split basis), reflecting a price per share of $0.021 (which price is the average oflast five days’ closing price), in full satisfaction of any and all amounts due by SHRG to DSS pursuant to the Consulting Agreement. |
| 5. | Duplicate Originals; Counterparts. This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single agreement. | |
| 6. | Governing Law. This Agreement shall be interpreted and the rights and liabilities of the Parties determined in accordance with the laws of the State of New York, including its conflict of laws rules. |
IN WITNESS WHEREOF, the Parties hereto have executed this Letter Agreement of the day and year first written above.
| SHARING SERVICES GLOBAL CORPORATION | ||
| By: | /s/ John Thatch | |
| Name: | John Thatch | |
| Title: | CEO | |
| DSS, INC. | ||
| By: | /s/ Frank D. Heuszel | |
| Name: | Frank D. Heuszel | |
| Title: | CEO | |
| 2 |
Exhibit 10.3
February 28, 2023
Decentralized Sharing Systems, Inc.
1400 Broadfield, Suite 100
Houston, Texas 77084
Attn: Frank D. Heuszel
| RE: | Agreement for the Mutual Settlement of Interest Accrued |
Mr. Heuszel:
Reference is made to that certain Secured Advancing Convertible Promissory Note issued by Sharing Services Global Corporation (“SHRG” or the “Company”) to Decentralized Sharing Systems, Inc. (“DSSI”) dated June 15, 2022 (the “Note”). The purpose of this letter agreement (“Letter Agreement”) is to set forth the terms of the mutual settlement by the parties of any and all unpaid Interest accrued through December 31, 2022 (the “Interest”) on the Note. SHRG and DSSI are sometimes referred to individually as a “party” and collectively as the “parties” in this Letter Agreement.
This Letter Agreement expresses the intentions of the parties and is intended to create a binding agreement.
| 1. | Mutual Settlement of the Interest accrued on the Note. The parties mutually agree to settle in full any interest, on the Note, accrued by SHRG from the date of its issuance through and including December 31, 2022, and the parties (and their assignees) are hereby relieved of all of their respective obligations thereunder, except as set forth in Section 4 below. | |
| 2. | Mutual Release. Except as set forth in Section 4 below, the parties (and their past, present and future officers, directors, employees, servants, agents, representatives, successors, predecessors, divisions, subsidiaries, parents, affiliates, business units, and assigns of each of them) hereby release the other party (and their past, present and future officers, directors, employees, servants, agents, representatives, attorneys, successors, predecessors, divisions, subsidiaries, parents, affiliates, business units, and assigns of each of them) from any and all claims, demands, damages, actions, causes of action or suits at law or in equity of whatever kind or nature, liabilities, verdicts, debts, judgments, liens and injuries, whether based upon the Interest accrued on the Note or any other legal or equitable theory of recovery, known or unknown, past, present or future, suspected to exist or not suspected to exist, anticipated or not anticipated, which have arisen or are now arising or hereafter may arise, whether presently asserted or not. | |
| 3. | Mutual Consent. The Parties hereto, and each of them, do hereby: (i) acknowledge that they have reviewed or caused to be reviewed the Interest accrued on the Note for the period ended December 31, 2022; (ii) acknowledge that they have reviewed or caused to be reviewed this Letter Agreement; (iii) unconditionally consent to the settlement of the Interest accrued; and (i unconditionally consent to the release of any and all claims as described m Section 2 above. |
| 4. | Interest Accrued. Notwithstanding any provision contained herein, the Parties agree and acknowledge that SHRG has, for the period between the date of the Note’s issuance through and including December 31, 2022, accrued and unpaid interest equal to approximately $552,000 owed to DSSI as per the terms of the Note and, in lieu of a cash payment thereof, the Company shall issue to DSSI 26,285,714 shares of SHRG’s common stock (calculated on a pre-reverse split basis), reflecting a price per share of$ 0.021 (which price is the average five days’ closing price as per OTC Markets prior to the Company’s approval of such issuance), in full satisfaction of any and all amounts due by SHRG to DSSI pursuant to the Interest Accrued on the Note. |
| 5. | Duplicate Originals; Counterparts. This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single agreement. |
| 6. | Governing Law. This Agreement shall be interpreted and the rights and liabilities of the Parties determined in accordance with the laws of the State of New York, including its conflict of laws rules. |
IN WITNESS WHEREOF, the Parties hereto have executed this Letter Agreement of the day and year first written above.
| SHARING SERVICES GLOBAL CORPORATION | ||
| /s/ John Thatch | ||
| Name: | John Thatch | |
| Title: | Chief Executive Officer | |
| DECENTRALIZED SHARING SYSTEMS, INC. | ||
| /s/ Frank D. Heuszel | ||
| Name: | Frank D. Heuszel | |
| Title: | Chief Executive Officer | |