Sport Endurance, Inc. (OTCMKTS:SENZ) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.
On December 12, 2018 (the “Closing Date”), Sport Endurance Inc. (the “Company”) closed a private placement offering (the “Offering”) of 37,066,668 units (the “Units”), each unit consisting of (i) one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and (ii) a warrant (the “Warrant,” and collectively, the “Warrants”) to purchase one half of a share of Common Stock. The Units were offered at a fixed price of $0.075 per Unit for gross proceeds of approximately $2.8 million. The Warrants are exercisable over a two-year period at the initial exercise price of $0.15 per share. The Company entered into a Securities Purchase Agreement, dated as of the Closing Date (the “SPA”) with each investor in the Offering.
In connection with the Offering, the Company also entered into a Registration Rights Agreement, dated as of the Closing Date (the “Registration Rights Agreement”) with each investor in the Offering. to the Registration Rights Agreement, the Company agreed to use commercially reasonable efforts to file with the Securities and Exchange Commission a registration statement on Form S-1 (or other applicable form) within 60 days following the Closing Date to register the resale of the shares of Common Stock sold in the Offering and shares of Common Stock issuable upon exercise of the Warrants.
The foregoing description of the Offering, the SPA, the Warrants and the Registration Rights Agreement is a summary only and is qualified in its entirety by the full text of the form of Warrant filed as Exhibit 4.1 hereto, the SPA filed as Exhibit 10.1 hereto, and the Registration Rights Agreement filed as Exhibit 10.2 hereto, in each case incorporated herein by reference.
Item 3.02Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above with respect to the Offering is incorporated by reference in this Item 3.02. The offering and sale of the shares of Common Stock in the Offering, the issuance of the Warrants, and the shares of Common Stock issuable upon exercise of the Warrants have not been registered under the Securities Act of 1933 (the “Securities Act”) and the Common Stock and Warrants were issued and sold in reliance upon the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder and in Regulation S promulgated under the Securities Act, as applicable.
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
On December 13, 2018, the Board of Directors (the “Board”) of the Company elected Michael Young to serve as Chairman of the Board, effective upon the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2018.
Mr. Young will receive $25,000 in annual compensation for his services as a director and Chairman. In connection with his appointment Mr. Young has also received five-year options to purchase 500,000 shares of the Company’s common stock (the “Options”) at the exercise price of $0.26 per share. The Options will vest in four quarterly installments over a one-year period starting on January 1, 2019.
In December 2018, Mr. Young also acquired 12 million shares of the Company’s common stock to a securities purchase agreement with David Lelong, the Chief Executive Officer and director of the Company, for a total purchase price of $120,000.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
Sport Endurance, Inc. Exhibit
EX-4.1 2 ex_131508.htm EXHIBIT 4.1 ex_131508.htm Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…
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About Sport Endurance, Inc. (OTCMKTS:SENZ)
Sport Endurance, Inc. focuses on marketing and distributing dietary supplements throughout the United States. The Company is marketing for sale the products in the areas of Total Wellness, Performance and Recovery. The Company’s products include Ultra Peak T, Sports Leg & Lung Formula, and Pain-Freeze Recovery Gel. The Company is focused on direct marketing efforts through online and direct mail channels.
