Current Report Filing (8-k)
October 11 2019 - 1:24PM
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): September 18, 2019
DSG
GLOBAL, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
000-53988
|
|
26-1134956
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission
File No.)
|
|
(I.R.S. Employer
Identification Number)
|
312
– 2630 Croydon Drive, Surrey, British Columbia, Canada
(Address
of principal executive offices)
(604)
575-3848
(Registrant’s
telephone number, including area code)
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:
[ ]
|
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))
|
This
report includes certain statements that are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. Any statement in this report that is not a statement of historical fact may be deemed to be a forward-looking
statement. We often use these types of statements when discussing our plans and strategies, our anticipation of revenues from
designated markets and statements regarding the development of our businesses, the markets for our services and products, our
anticipated capital expenditures, operations, support systems, changes in regulatory requirements and other statements contained
in this report regarding matters that are not historical facts. When used in this report, the words “expect,” “anticipate,”
“intend,” “plan,” “believe,” “seek,” “estimate” and other similar
expressions are generally intended to identify forward-looking statements. Because these forward-looking statements involve risks
and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements. There
can be no assurance that: (i) we have correctly measured or identified all of the factors affecting us or the extent of their
likely impact; (ii) the publicly available information with respect to these factors on which our analysis is based is complete
or accurate; (iii) our analysis is correct; or (iv) our strategy, which is based in part on this analysis, will be successful.
We do not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise.
Item
1.01. Entry into a Material Definitive Agreement
On
September 18, 2019, DSG Global, Inc. (“we” or the “Company”) entered into an Equity Financing Agreement
(the “Financing Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with
GHS Investments, LLC (“GHS”). Under the terms of the Financing Agreement, GHS has agreed to provide the Company with
up to $7,000,000 of funding upon effectiveness of a registration statement on Form S-1. Following effectiveness of the registration
statement, the Company shall have the right to deliver puts to GHS and GHS will be obligated to purchase shares of our common
stock based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put
to GHS in each put notice will not exceed two hundred percent (200%) of the average of the daily trading dollar volume of the
Company’s common stock during the ten (10) trading days preceding the put, so long as such amount does not exceed 4.99%
of the outstanding shares of the Company. Pursuant to the Financing Agreement, GHS and its affiliates will not be permitted to
purchase, and the Company may not put shares of the Company’s common stock to GHS that would result in GHS’s beneficial
ownership equaling more than 4.99% of the Company’s outstanding common stock. The price of each put share shall be equal
to eighty percent (82%) of the lowest traded price of the Company’s common stock for the ten (10) consecutive trading days
preceding the date on which the applicable put is delivered to GHS. No put will be made in an amount greater than $500,000. Puts
may be delivered by the Company to GHS until the earlier of forty-eight (48) months after the effectiveness of the registration
statement on Form S-1 or the date on which GHS has purchased an aggregate of $7,000,000 worth of put shares.
The
foregoing information is a summary of the Financing Agreement and the Registration Rights Agreement involved in the transaction
described above, is not complete, and is qualified in its entirety by reference to the full text of the Financing Agreement and
the Registration Rights Agreement, which are attached as exhibits to this Current Report on Form 8-K. Readers should review the
Financing Agreement and the Registration Rights Agreement for a complete understanding of the terms and conditions of the transaction
described above.
Item
9.01. Financial Statements and Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
|
DSG
GLOBAL, INC.
|
|
|
|
Date: October
11, 2019
|
By:
|
/s/
Robert Silzer
|
|
Name:
|
Robert
Silzer
|
|
Title:
|
President,
CEO, and director
|
DSG Global (CE) (USOTC:DSGT)
Historical Stock Chart
From Mar 2024 to Apr 2024
DSG Global (CE) (USOTC:DSGT)
Historical Stock Chart
From Apr 2023 to Apr 2024