Current Report Filing (8-k)
March 06 2020 - 04:31PM
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): March 2,
2020
DSG
Global, Inc.
(Exact
name of registrant as specified in its charter)
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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
Number)
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(I.R.S.
Employer
Identification
No.)
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312
– 2630 Croydon Drive, Surrey, British Columbia,
Canada
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (604)
575-3848
Not
Applicable
(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 (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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[ ] |
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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[ ] |
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.
[ ]
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class |
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Trading
Symbols(s) |
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Name
of each exchange on which registered |
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NA |
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Item
1.01. Entry into a Material Definitive Agreement
On March 2, 2020 DSG Global, Inc. (the “Company”) entered into an
Advisory Services Agreement (the “Advisory Agreement”) with Graj +
Gustavsen, Inc. (“G+G”). Under the terms of this five-year Advisory
Agreement, G+G has agreed to provide the Company with strategic
brand and business positioning, strategic marketing, concept
development and ongoing strategic consulting services. In
consideration of the sevices to be rendered by G+G, the Company has
agreed to (1) make a cash payment in the amount of $350,000 payable
in several tranches following the Company’s completion of future
financings of the Company, and monthly payments of $10,000
following the first twelve months of the engagement, and (2) issue
a five-year warrant to purchase 2,829,859 at an exercise price of
$0.25 per share, upon the execution of the Advisory Agreement (the
“First Warrant”), and a five-year warrant to purchase such number
of shares of the Company’s common stock that is equal to 10% of the
Company’s shares of common stock calculated on a fully diluted
basis as of the closing date of the future financing, at an
exercise price per share equal to the 80% of the price of the
Company’s securities in such future financing less the
number of shares represented by the First Warrant. The warrants
contains, among other provisions customary for the instruments of
this nature, provisions pertaining to cashless exercise, and
two-year piggy-back registration rights which allows the holders of
the warrants to have the shares of the Company’s common stock
underlying the warrants registered alongside other registrable
securities of the Company, subject to underwriter cutbacks in case
of underwritten public offering(s) of the Company’s securities, if
any.
G+G
is an “accredited investor” (as defined in Regulation D under the
Securities Act), and the Company issued the securities in reliance
upon an exemption from registration contained in Section 4(2) and
Rule 506 under the Securities Act. There were no discounts or
brokerage fees associated with this transaction.
The Advisory Agreement and the warrants contain certain
additional provisions including mutual indemnity, confidentiality
and other terms and provisions that are customary for the
instruments of this nature. The foregoing information is a summary
of the Advisory Agreement and the warrants described above, is not
complete, and is qualified in its entirety by reference to the full
text of such documents, which are attached as exhibits to this
Current Report on Form 8-K. Readers should review the Advisory
Agreement and the Form Warrant for a complete understanding of the
terms and conditions of the transaction described above.
Item
3.02 Unregistered Sale of Equity Securities
The
Company hereby incorporates by reference the disclosure made in
Item 1.01 above.
Item
9.01. Financial Statements and Exhibits
Signature
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.
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By: |
/s/
Bob Silzer |
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Name: |
Robert
Silzer Sr. |
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Title: |
President,
CEO |
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| Dated:
March 6, 2020 |
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