Current Report Filing (8-k)
August 07 2018 - 5:08PM
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):
July 31, 2018
SanSal Wellness Holdings, Inc.
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(Exact name of registrant as specified in charter)
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Nevada
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333-191251
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99-0375676
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(State or other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1512 E Las Olas Blvd., Suite 300, Fort Lauderdale, FL
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33301
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (
954) 722-1300
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of Company 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(b) under the Exchange Act (17 CFR 240.14a-12(b))
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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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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act
of 1934 (17 CFR §240.12b-2). 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.
☐
As used in this Current Report on Form 8-K,
and unless otherwise indicated, the terms “
the Company
,” “
SanSal
,” “
we
,”
“
us
” and “
our
” refer to SanSal Wellness Holdings, Inc. and its subsidiary.
Item 3.02
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Unregistered Sales of Equity Securities.
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On July 31, 2018, the Company held its third
and final closing (the “
Final Closing
”) of a private offering (the “
Private Offering
”) of
up to 25,000,000 Units (“
Units
”), subject to increase to up to 30,000,000 Units, at a price of $0.10 per Unit.
Each consists of (a) one share of the Company’s common stock (“
Shares
”); and (b) one five-year common
stock purchase warrant (“
Warrants
”).
The Warrants entitle the holder thereof to
purchase one Share at an exercise price of $0.15 during the five (5) year period following the closing of the Subscriber’s
investment. The exercise price and number of Shares issuable upon exercise of the Warrants will be subject to anti-dilution adjustment
in the event of stock splits, stock dividends and similar recapitalization events. Within ninety (90) days after the Final Closing,
the Company must file with the Securities and Exchange Commission (the “
SEC
”) a registration statement under
the Securities Act of 1933, as amended (the “
Securities Act
”), covering the resale of the Shares included in
the Units and issuable upon exercise of the Warrants. In the event the Company fails to file the registration statement within
such ninety (90) day period, the exercise price of the Warrants will be automatically reduced from $0.15adjusted downward to $0.10.
The Warrants will not be redeemable by the Company. The Warrants will provide for a “
cashless
” exercise in the
event that the Company does not have the above-referenced registration statement declared effective by the SEC on or before the
six-month anniversary of the final closing of the Private Offering.
At the Final Closing, the Company
issued and sold an aggregate of 15,450,000 Units to a group of “
accredited investors
,” as defined in Rule
501(a) under the Securities Act for cash proceeds of $1,545,000. In the Private Offering, the Company sold an aggregate
of 29,250,000 Units for total cash proceeds of $2,925,000. In addition, a $175,000 ninety (90) day convertible budge
promissory note issued by the Company in May 2018 to a single accredited investor in a private transaction, converted in
accordance with its terms into 2,187,500 Units at the first closing of the Private Offering.
WestPark Capital, Inc., a member of the Financial
Industry Regulatory Authority, acted as the Company’s exclusive placement agent (the “
Placement Agent
”)
for the Private Offering. The Placement Agent was paid (a) a commission equal to 10% of the aggregate offering price of Units sold
in the Private Offering; and (b) a non-accountable expense allowance equal to 3% of the aggregate offering price of Units sold
in the Private Offering. In addition, the Placement Agent will receive a seven-year warrant to purchase a number of Units equal
to 10% of the total Units sold in the Private Offering, with an exercise price of $0.10 per Unit. The Company has also paid the
Placement Agent (a) a $15,0000 non-refundable retainer for agreeing to act as placement agent for the Private Offering; and (b)
$10,000 for the Placement Agent’s legal fees.
The Units offered and sold in the Private Offering
were issued and sold pursuant to the exemption from registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b)
of Regulation D thereunder.
Item 9.01 Financial
Statements and Exhibits
(d) Exhibits
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(1)
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Filed as an Exhibit of the same number to the Company’s Current Report on Form 8-K dated June 19, 2018 and incorporated herein by reference.
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SIGNATURES
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.
Dated: August 7, 2018
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SANSAL WELLNESS HOLDINGS, INC.
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By:
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/s/ Alexander M. Salgado
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Alexander M. Salgado, Chief Executive Officer
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