Current Report Filing (8-k)
April 07 2021 - 3:47PM
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): April 6, 2021
Samsara
Luggage, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
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000-54649
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26-0299456
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(State of incorporation)
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(Commission File Number)
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(IRS Employer No.)
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One
University Plaza
Suite
505
Hackensack,
NJ 07601
(Address
of principal executive offices and Zip Code)
(877)
421-1574
(Registrant’s
telephone number, including area code)
(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):
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☐
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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 under the Exchange Act (17 CFR 240.14a-12)
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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© under the Exchange Act (17 CFR 240.13e-4(c))
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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
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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. ☐
Item 1.01 Entry into a Material Definitive Agreement
On
April 6, 2021, Samsara Luggage, Inc. (the "Company") entered into a Securities Purchase Agreement (“SPA”) with
YAII PN, Ltd. (the “Investor”), pursuant to which the Investor will invest $150,000, and the Company will issue a convertible
debenture and warrants to the Investor. The $150,000 investment was provided upon signature of the SPA. The funds are expected to be
used to finance Samsara’s working capital and other general corporate needs.
The
investment will bear interest at an annual rate of ten percent (10%) and will be repayable after two years. The investment will be convertible
at any time into shares of the Company’s Common Stock at a conversion price equal to the lower of (a) $3.46, or (b) 80% of the
lowest the daily dollar volume-weighted average price for the Company’s Common Stock during the 10 trading days immediately preceding
the conversion date.
As
part of the transaction, the Company will issue to the Investor warrants to purchase an aggregate of 10,838 shares of Common Stock, at
an exercise price equal to $3.46. The term of each warrant is five years from the issue date. Each warrant may be exercised by cash payment
or through cashless exercise by the surrender of warrant shares having a value equal to the exercise price of the portion of the warrant
being exercised.
The
SPA and the convertible debentures contain events of default, including, among other things, failure to repay the convertible debentures
by the maturity date, and bankruptcy and insolvency events, that could result in the acceleration of the Investor’s right to convert
the convertible debentures into shares of common stock.
A
copy of the SPA, the form of the convertible debenture, and the form of the warrants are attached hereto as Exhibit 10.1, Exhibit 10.2,
and Exhibit 10.3, respectively, and are incorporated herein by reference. The foregoing descriptions of the terms and conditions of the
SPA, the convertible debenture, and the warrant are qualified in their entirety by reference to the full text of the SPA the convertible
debenture, and the warrant.
The
Company has issued the convertible debenture and the warrant under the exemptions from registration provided by Section 4(a)(2) of the
Securities Act of 1933 (the “Securities Act”). We expect that any issuance of shares of common stock pursuant to the terms
of the convertible debentures and the warrants will be exempt from registration under Section 4(a)(2) of the Securities Act
and regulations promulgated thereunder. None of these transactions involved any underwriters, underwriting discounts or commissions,
or any public offering, and the Investor had adequate access, through their relationships with us, to information about us.
The
shares of common stock to be issued in the event of conversion of the convertible debenture and upon exercise of the warrants will not
be registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of the Securities Act.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
The
following Exhibits are filed as part of this Report.
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.
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SAMSARA LUGGAGE, iNC.
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By
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/s/ Atara Dzikowski
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Name:
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Atara Dzikowski
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Title:
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Chief Executive Officer
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Date:
April 7, 2021
3
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