Current Report Filing (8-k)
December 16 2021 - 2:28PM
Edgar (US Regulatory)
0001530163
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0001530163
2021-12-14
2021-12-14
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xbrli:shares
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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
14, 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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135 East 57th Street, Suite 18-130
New York, New York 10022
(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.
The information set forth in Item 3.02 below
is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 3.02 below
is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
On December 14, 2021, Samsara
Luggage, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”)
with YA II PN Ltd., a Cayman Islands exempt company (the “Investor”), pursuant to which the Company sold and issued a convertible
debenture in the amount of $500,000 (the “Convertible Debenture”), which is convertible into shares of the Company’s
common stock, par value $0.0001 (the “Common Stock”) (as converted, the “Conversion Shares”).
The Convertible Debenture bears
interest at a rate of 10% per annum (15% on default) and has a maturity date of one (1) year. The Convertible Debenture provides a conversion
right, in which any portion of the principal amount of the Convertible Debenture, together with any accrued but unpaid interest, may be
converted into the Company’s Common Stock at a conversion price equal to 80% of the lowest volume weighted average price of the
Company’s Common Stock during the ten (10) trading days immediately preceding the date of conversion, subject to adjustment. The
Convertible Debenture may not be converted into common stock to the extent such conversion would result in the Investor beneficially owning
more than 4.99% of the Company’s outstanding Common Stock (the “Beneficial Ownership Limitation”); provided, however,
that the Beneficial Ownership Limitation may be waived by the Investor upon not less than 65 days’ prior notice to the Company.
The Convertible Debenture provides the Company with a redemption right, pursuant to which the Company, upon fifteen (15) business days’
prior notice to the Investor, may redeem, in whole or in part, outstanding principal and interest under the Convertible Debenture at a
redemption price equal to the principal amount being redeemed plus a redemption premium equal to 5% of the outstanding principal amount
being redeemed plus outstanding and accrued interest; however, the Investor shall have fifteen (15) business days after receipt of the
Company’s redemption notice to elect to convert all or any portion of the Convertible Debenture, subject to the Beneficial Ownership
Limitation.
The transaction closed on December
15, 2021. The descriptions of the Securities Purchase Agreement, and the Convertible Debenture (the “Transaction Documents”)
are only summaries and are qualified in their entirety by reference to the full text of the form of such Transaction Documents attached
hereto as Exhibits 10.1 and 10.2 respectively.
Item 9.01 Financial statements and Exhibits.
(d) 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.
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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: December 16, 2021
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