Current Report Filing (8-k)
January 06 2023 - 10:22AM
Edgar (US Regulatory)
0001487718
false
0001487718
2022-12-31
2022-12-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 31, 2022
BOXSCORE BRANDS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware |
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333-165972 |
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22-3956444 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
500 West Putnam Ave. Suite 400
Greenwich, Connecticut 06830
(Address of Principal Executive Offices)
Registrant’s telephone number, including
area code: 800-998-7962
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:
☐ |
Written communications pursuant to Rule 425 under the Securities Act |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
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Trading Symbol(s) |
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Name
of each exchange on which registered |
None |
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N/A |
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N/A |
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 ☒
If an emerging growth company, indicate by checkmark
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.
| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On December 31, 2022, BoxScore
Brands, Inc. (the “Company”) completed a series of transactions which resulted in the (i) conversion and elimination
of almost 98% of the Company’s outstanding convertible notes; and, (ii) exercise of virtually all of the Company’s outstanding
common stock warrants (excluding warrants issued to employees, management, and service providers).
Convertible Note Conversions:
The holders of a total of
ninety nine (99) convertible promissory notes (the “Notes”), representing outstanding principal and accrued interest
totaling $11,708,3465.53, exchanged all of said indebtedness for the issuance of a total of 2,818,277,866 shares of the Company’s
common stock (the “Conversion Shares”). 655,868,195 of the Conversion Shares were issued pursuant to a forced conversion
provision in some of the Notes, exercised by the Company. 2,043,125,140 of the Conversion Shares were issued pursuant to settlement agreements
with holders in order to settle disagreements over their Notes. 119,284,531 of the Conversion Shares were issued pursuant to voluntary
conversions by the holders of the remaining Notes. All of the Conversion Shares are eligible, for purposes of Rule 144 under the Securities
Act of 1933, as amended from time-to-time (the “Securities Act”), to tack the holding period back to the acquisition
date of the exchanged convertible promissory note.
Warrant Exercises:
Four holders of common stock
purchase warrants previously issued by the Company exercised their rights under their respective warrants to purchase an aggregate of
27,631,065 shares of the Company’s common stock (the “Exercise Shares”). The Company received aggregate gross
proceeds of $105,000 in exchange for the Warrant Shares. Upon exercise of the warrants and issuance of the Exercise Shares, each of the
holders of the warrants had no further rights under their respective warrants.
| ITEM 3.02 | UNREGISTERED SALES OF EQUITY SECURITIES. |
The disclosures set forth
in Item 1.01 of this Current Report on Form 8-K with regard to the issuance of the Conversion Shares and the Exercise Shares are hereby
incorporated by reference into this Item 3.02. The Conversion Shares and the Exercise Shares are exempt from registration pursuant
to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable
state laws. Each issuance did not involve a public offering; each recipient confirmed that it was an accredited investor; and, each recipient
acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution
thereof.
| ITEM 3.03 | MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS. |
The disclosures set forth
in Item 1.01 of this Current Report on Form 8-K with regard to the issuance of the Conversion Shares and the Exercise Shares are hereby
incorporated by reference into this Item 3.03.
On January 5, 2023, the Company
issued a press release announcing the engagement of MZ Group to lead a comprehensive strategic investor relations and financial communications
program. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d)
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.
Date: 06 January 2023 |
BOXSCORE BRANDS, INC. |
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BY: |
/S/ SEBASTIAN LUX |
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Sebastian Lux, |
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Chief Executive Officer |
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