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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) November 18, 2021
The 4Less Group, Inc.
(Exact name of registrant as specified in its charter)
|
Nevada
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000-55089
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90-1494749
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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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106 W. Mayflower, Las Vegas, NV 89030
(Address of principal executive offices)
Registrant’s telephone number, including area
code (702) 267-6100
not applicable
(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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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FLES
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OTCQB
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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 (§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 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. [_]
The 4Less Group, Inc. is referred to herein as “we”, “our”, or “us.
Item 1.01 Entry into a Material Definitive Agreement.
On November 18, 2021, we executed the following agreements dated November
12, 2021 with the Investor referenced in the agreements attached hereto as Exhibits 10.1 – 10.4:
A Common Stock Purchase Warrant (First Warrant) and Common Stock Purchase
Warrant (Second Warrant), under which the Investor is granted the right to purchase up to 900,000 Common Stock Shares of the Company each
from the First Warrant and the Second Warrant. The Second Warrant is subject to cancellation upon timely payoff of the Note referenced
below.
The First Warrant and the Second Warrant were issued in connection with
the issuance of an 8% Senior Secured Promissory Note in the principal amount of $2,400,000 (after the Original Issue Discount, the Actual
Note Amount is $2,160,000). The Maturity Date of the Note is 12 months with 6 amortization payments of $432,000 beginning June 10, 2022;
thereafter should, the Note go in default, the Note is convertible into our Common Stock Shares at the Conversion Price equal to the lesser
of: (i) $1.25 or (ii) 75% of the offering price per share of Common stock at which the UP List Offering is made (or Unit, if Units are
so offered in an Up List Offering).
The First Warrant, Second Warrant, and the Note are subject to the terms
of a Securities Purchase Agreement and a Subsidiary Guarantee.
The foregoing is a summary only and does not
purport to be a complete description of all of the terms, provisions, and agreements contained in the above-described agreements
and are subject to and qualified in their entirety by reference to the full text of the agreements, which are filed herewith as
Exhibits 10.1, 10.2, 10.3, and 10.4 and are incorporated into this Item 1.01 by reference.
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: November 22, 2021
The 4 Less Group Inc.
By: /s/ Timothy Armes
Timothy Armes
Chief Executive Officer
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