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): March 1, 2024 (February 27, 2024)

 

SinglePoint Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-53425

 

26-1240905

(State or other jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

3104 E Camelback Rd #2137

Phoenix, AZ

 

85016

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (888) 682-7464

 

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:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

common stock, par value $0.0001 per share

SING

Cboe BZX Exchange, Inc.

 

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 3.02 Unregistered Sales of Equity Securities.

 

 On February 23, 2024, SinglePoint Inc. (the “Company”) entered into Securities Purchase Agreements, that were effective February 27, 2024, with 1800 Diagonal Lending LLC, an accredited investor (“DL”) pursuant to which the Company issued to DL a Promissory Note (the “DL Note 1”) in the aggregate principal amount of $156,000 with an original issue discount of $26,000 resulting in net proceeds to the Company of $125,000, and a second Promissory Note (the “DL Note 2” and collectively with DL Note 1 the “DL Notes”) in the aggregate principal amount of $163,585 with an original issue discount of $18,819.66 resulting in net proceeds to the Company of $125,000. The DL Notes have maturity dates of November 30, 2024, and the Company has agreed to pay interest on the unpaid principal balance of the DL Note 1 at the rate of 15.0% per annum, and 12.0% per annum on the DL Note 2, from the date on which the DL Notes were issued, respectively. A one-time interest charge of 15% or $23,400, and 12% or $19,630 were applied on the issuance dates of the DL Note 1 and DL Note 2, respectively, to the principal amounts owed under the DL Notes. The Company has right to accelerate payments or prepay in full the DL Notes at any time with no prepayment penalty. The DL Notes are not secured by any collateral or any assets of the Company.

 

The outstanding principal amount of the DL Notes may be converted into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) in the event of default (missed payment). In the event of default under the DL Notes, DL may convert the DL Notes into shares of the Company’s common stock at a conversion price equal to 75% of the lowest trading price during the 10-day period immediately preceding the date of conversion. In addition, upon the occurrence and during the continuation of an event of default, the DL Notes shall become immediately due and payable and the Company shall pay to DL in full satisfaction of its obligations under the DL Notes, and the Default Amount (as defined in the DL Notes) as set forth in the DL Notes. In no event shall DL be allowed to affect a conversion of the DL Notes into Common Stock if such conversion, along with all other shares of Company Common Stock beneficially owned by DL and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company.

 

The issuances of the DL Notes were made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(a)(2) of the Act. The foregoing description of the terms of the DL Notes do not purport to be complete and are qualified in their entirety by the complete text of the DL Notes that are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K.

  

Item 9.01 Financial Statements and Exhibits. 

 

                (d) Exhibits

 

EXHIBIT INDEX

 

Exhibit No.

 

Description

4.1

 

Promissory Note dated February 23, 2024, in the principal amount of $156,00, issued to 1800 Diagonal Lending LLC.

4.2

 

Promissory Note dated February 23, 2024, in the principal amount of $163,585, issued to 1800 Diagonal Lending LLC.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document). 

 

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Stock Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

SinglePoint Inc.

 

 

 

 

 

Dated: March 1, 2024

By:

/s/ William Ralston

 

 

Name:

William Ralston

 

 

Title:

Chief Executive Officer

 

                                                                                                                                                                                                                           

 

3

 

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Cover
Feb. 27, 2024
Cover [Abstract]  
Entity Registrant Name SinglePoint Inc.
Entity Central Index Key 0001443611
Document Type 8-K
Amendment Flag false
Entity Emerging Growth Company false
Document Period End Date Feb. 27, 2024
Entity File Number 000-53425
Entity Incorporation State Country Code NV
Entity Tax Identification Number 26-1240905
Entity Address Address Line 1 3104 E Camelback Rd #2137
Entity Address City Or Town Phoenix
Entity Address State Or Province AZ
Entity Address Postal Zip Code 85016
City Area Code 888
Local Phone Number 682-7464
Security 12b Title common stock, par value $0.0001 per share
Trading Symbol SING
Security Exchange Name CboeBZX
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false

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