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 27, 2021
The 4Less Group, Inc.
(Exact name of registrant as specified in its charter)
|
Nevada |
000-55089 |
90-1494749 |
| (State or other
jurisdiction of incorporation) |
(Commission File
Number) |
(IRS Employer
Identification No.) |
106 W. Mayflower, Las Vegas, Nevada 89030
(Address of principal executive offices)
Registrant’s telephone number, including area
code (702) 267-6100
x.4
N/A
(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):
[_] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On July 27, 2021, we entered into a Common Stock Purchase Agreement
(“CSPA”) with Triton Funds, LP, a Delaware limited partnership
(“Triton”) giving us the option to sell up to $1,000,000 worth of
our common stock to Triton, in increments, pursuant to the filing
an S-1 Registration Statement. The term of the CSPA is when Triton
has purchased $1,000,000 of our Securities or December 31,
2021.
On July 27, 2021, we entered into Common Stock Purchase Warrant
Agreement under which Triton is granted a 3 year right to purchase
up to 300,000 Common Stock Shares of the Company (the “Warrant
Shares”) subject to the terms and conditions of the Warrant and
exercise of the Warrant by Triton. The purchase of the Warrant
Shares is subject to an effective registration statement available
for resale of such Warrant Shares.
Item 9.01 Financial Statements and Exhibits.
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: July 29, 2021
The 4 Less Group
Inc.
By: /s/ Timothy Armes
Timothy Armes
Chief
Executive Officer
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