Toga Limited (OTCMKTS: TOGL) Files An 8-K Entry into a Material Definitive Agreement

Toga Limited (OTCMKTS: TOGL) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

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The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 1.01 by reference.

ITEM 8.01 OTHER EVENTS.

On July 27, 2018, Toga Limited, a Nevada corporation (the “Company”), entered into a Subscription Agreement (“Subscription Agreement No. 1”), by and between the Company and Ng Boon Chee, a member of the Board of Directors of the Company (the “Purchaser”), to which the Company issued and sold to the Purchaser 2,698,377 shares of the Company’s common stock (the “Common Stock”), at a per share purchase price of $.50, for an aggregate purchase price of USD $1,349,188.50 (“Purchase Price”). The Purchaser paid the Purchase Price by delivering to the Company 165 Bitcoins, which was calculated by dividing the Purchase Price by the average of the closing price for Bitcoin on Bitfinex under the trading symbol “BTCUSD” on the day preceding the closing date of the purchase under the Subscription Agreement No. 1.

On October 1, 2018, Toga Limited, a Nevada corporation (the “Company”), entered into a Subscription Agreement (“Subscription Agreement No. 2”), by and between the Company and Ng Boon Chee, a member of the Board of Directors of the Company (the “Purchaser”), to which the Company issued and sold to the Purchaser 2,860,955 shares of the Company’s common stock (the “Common Stock”), at a per share purchase price of $.75, for an aggregate purchase price of USD $2,145,716 (“Purchase Price”). The Purchaser paid the Purchase Price by delivering to the Company 330 Bitcoins, which was calculated by using the average of the closing price for Bitcoin on Bitfinex under the trading symbol “BTCUSD” from September 25, 2018 through September 29, 2018.

The sales described above and more particularly described in Subscription Agreement No. 1 and Subscription Agreement No. 2, were made to the exemption from registration set forth in Regulation S, promulgated by the Securities Exchange Commission under the Securities Act of 1933. No underwriters were utilized in connection with the sale of securities.

The issuance of these securities was to a single “non-U.S. person” (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction in which the Company relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended (the “Act”), as the conditions of Regulation S were met, including but not limited to the following conditions:

Purchaser is an individual residing in Malaysia at the time of the sale of the Common Stock; and

Purchaser agreed to resell the Shares only in accordance with Regulation S, to a registration under the Act, or to an available exemption from registration.

Each certificate representing the Common Stock contains or will contain a legend that transfer of the shares is prohibited except in accordance with the provisions of Regulation S, to a registration under the Act, or to an available exemption from registration and the hold may engage in hedging transactions with regards to the Company’s common stock unless in compliance with the Act.

The foregoing summary of the agreements do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements. A copy of the Subscription Agreement dated July 27, 2018 and the Subscription Agreement dated October 1, 2018, are attached as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by this reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.


Toga Ltd Exhibit

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