Current Report Filing (8-k)
December 31 2020 - 5:30PM
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): December 23, 2020
DSG
GLOBAL, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-53988
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26-1134956
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(State
or other jurisdiction
of incorporation or organization)
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(Commission
File No.)
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(I.R.S.
Employer
Identification Number)
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312
– 2630 Croydon Drive, Surrey, British Columbia, Canada V3Z 6T3
(Address
of principal executive offices)
(604)
575-3848
(Registrant’s
telephone number, including area code)
N/A
(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:
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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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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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This
report includes certain statements that are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. Any statement in this report that is not a statement of historical fact may be deemed to be a forward-looking
statement. We often use these types of statements when discussing our plans and strategies, our anticipation of revenues from
designated markets and statements regarding the development of our businesses, the markets for our services and products, our
anticipated capital expenditures, operations, support systems, changes in regulatory requirements and other statements contained
in this report regarding matters that are not historical facts. When used in this report, the words “expect,” “anticipate,”
“intend,” “plan,” “believe,” “seek,” “estimate” and other similar
expressions are generally intended to identify forward-looking statements. Because these forward-looking statements involve risks
and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements. There
can be no assurance that: (i) we have correctly measured or identified all of the factors affecting us or the extent of their
likely impact; (ii) the publicly available information with respect to these factors on which our analysis is based is complete
or accurate; (iii) our analysis is correct; or (iv) our strategy, which is based in part on this analysis, will be successful.
We do not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise.
Item
1.01. Entry into a Material Definitive Agreement
On
December 23, 2020, DSG Global, Inc. (“we” or the “Company”) entered into a redeemable stock purchase agreement
(the “SPA”) with GHS Investments, LLC (“GHS”) for the purchase of shares of the Company’s Series
F Preferred Stock (the “Series F Preferred”) at a price of one thousand dollars ($1,000) per share and a warrant to
purchase shares of the Company’s common stock at $0.50 per share (the “Warrant”). The Warrants are not eligible
for cashless exercise and my only be exercised in exchange for cash payment.
On
the date of the SPA, GHS purchased 1,500 shares of Series F Preferred in exchange for one million five hundred thousand
dollars ($1,500,000). Further, under the terms of the SPA, GHS agrees to purchase an additional 1,500 shares of Series F
Preferred upon the filing by the Company of a registration statement with the Securities and Exchange Commission (the
“Registration Statement”) registering the shares underlying the Series F Preferred and underlying the Warrants.
At the Company’s request, GHS agrees to purchase an additional 1,000 shares of Series F Preferred every thirty (30)
days (an “Additional Closing”) as long the Registration Statement remains effective and the Company’s
average daily trading volume for the thirty (30) trading days prior an Additional Closing is at least $500,000 per day. The
Company has the option to buy back any outstanding shares of Series F Preferred for six (6) months from the date of issuance.
No shares of Series F Preferred shall be purchased under the SPA after the two (2) year anniversary of the date of the
SPA.
The
foregoing information is a summary of the SPA and the Warrant involved in the transaction described above, is not complete, and
is qualified in its entirety by reference to the full text of the SPA and the Warrant, which are attached as exhibits to this
Current Report on Form 8-K. Readers should review the SPA and the Warrant for a complete understanding of the terms and conditions
of the transaction described above.
Item
9.01. Financial Statements and Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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DSG
GLOBAL, INC.
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Date:
December 31, 2020
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By:
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/s/
Robert Silzer
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Name:
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Robert
Silzer
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Title:
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President,
CEO, and Director
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DSG Global (CE) (USOTC:DSGT)
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