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.