Current Report Filing (8-k)
July 27 2020 - 6:02AM
Edgar (US Regulatory)
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 22, 2020
SPARTA
COMMERCIAL SERVICES, INC.
(Exact
name of Company as specified in its charter)
Nevada
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000-9483
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30-0298178
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
Number)
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555
Fifth Avenue, 14th Floor
New
York, New York 10017
(Address
of principal executive offices)
(212)
239-2666
(Registrant’s
Telephone Number)
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 (See General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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Common
stock, $0.01 par value
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SRCO
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Pink
Open Market
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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 [ ]
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
3.02
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UNREGISTERED
SALES OF EQUITY SECURITIES
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On
July 22, 2020, Sparta Commercial Services, Inc. (the “Company”) entered into agreements with Anthony L. Havens, the
Company’s Chief Executive Officer (“Havens”) and Sandra L. Ahman, the Company’s Vice-President of Operations
(“Ahman”) whereby Havens and Ahman agreed to convert debt owed to them in exchange for non-qualified stock options.
Havens agreed to convert $243,692.14 of deferred salary in exchange for a stock option agreement (the “Havens Stock Option
Agreement”) to purchase 88,615,323 shares of the Company’s common stock. Ahman agreed to convert $200,000 of deferred
salary in exchange for a stock option agreement (the “Ahman Stock Option Agreement” and with the Havens Stock Option
Agreement, the “Stock Option Agreements”) to purchase 72,727,272 shares of the Company’s common stock. The stock
options granted pursuant to the Stock Option Agreements have five year terms, vest immediately and an exercise price of $0.00275
which was 110% of the closing price of the Company’s common stock on July 21, 2020. The sales of the above securities were
deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions
by an issuer not involving any public offering. The recipients of the securities in each of these transactions represented their
intentions to acquire the securities for investment only and not with a view to, or for sale in connection with, any distribution
thereof. All recipients had adequate access, through their relationships with the Company, to information about the Company.
The
foregoing disclosure of the Stock Option Agreements set forth in this Section 3.02 does not purport to be complete, and is qualified
in its entirety by reference to the Stock Option Agreements, which are filed as Exhibits 4.1 and 4.2 of this Current Report and
incorporated by reference herein.
ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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SPARTA
COMMERCIAL SERVICES, INC.
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Dated:
July 24, 2020
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/s/
Anthony L. Havens
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Anthony
L. Havens
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Chief
Executive Officer
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Sparta Commercial Services (PK) (USOTC:SRCO)
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