AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of report (date of earliest event reported): February 25, 2019
name of registrant as specified in its charter)
or Other Jurisdiction
Sandhill Avenue, Carson, California 90746
of principal executive offices) (Zip Code)
telephone number, including area code:
of correspondence to:
J. Ross, Esq.
M. Turner, Esq.
Ross Ference LLP
Avenue of the Americas, 37
York, New York 10036
(212) 930-9700 Fax: (212) 930-9725
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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).
growth company [ ]
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. [ ]
1.01 Entry into a Material Definitive Agreement.
3.02 Unregistered Sales of Equity Securities.
February 25, 2019, Generation Alpha, Inc. (the “
”) entered into an amendment agreement (the “
with YA II PN, Ltd. (“
”), which amended (i) the secured promissory note in the principal face amount of
$1.5 million issued on May 10, 2018 (the “
”), (ii) a warrant, dated May 10, 2018 for 1,000,000 shares of
the Company’s common stock at an exercise price of $1.50 (“
”), (iii) a warrant, dated May 10,
2018 for 2,250,000 shares of the Company’s common stock at an exercise price of $1.50 (“
(iv) a warrant, dated May 10, 2018 for 2,250,000 shares of the Company’s common stock at an exercise price of $1.50 (“
”), and (v) a warrant, dated May 10, 2018 for 2,000,000 shares of the Company’s common stock at an exercise
price of $1.50 (“
”, and together with Warrant #1, Warrant #2 and Warrant #3, the “
to the Amendment, the Note was amended to (i) extend the maturity date of the Note from February 9, 2019 to August 9, 2019 and
(ii) provide a conversion right, in which the principal amount of the Note, together with any accrued but unpaid interest, could
be converted into the Company’s common stock at a conversion price of $0.50 a share. The Note was not convertible previously.
addition, pursuant to the Amendment, the Warrants were amended to (i) reduce the exercise price from $1.50 per share to $0.50,
$0.75, $1.00 and $1.25 per share for Warrant #1, Warrant #2, Warrant #3 and Warrant #4, respectively, and (ii) remove in Warrant
#2, Warrant #3 and Warrant #4, the Company’s right of redemption and right to compel exercise of such Warrants.
foregoing description of the terms of the Amendment does not purport to be complete and is subject to, and qualified in its entirety
by reference to, the Amendment, which is filed herewith as Exhibit 10.01 and is incorporated herein by reference.
9.01 Financial Statements and Exhibits.
to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
GENERATION ALPHA, INC.
Date: February 26, 2019
Chief Operating Officer