Current Report Filing (8-k)
December 23 2022 - 5:01PM
Edgar (US Regulatory)
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2022-12-22
2022-12-22
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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 22, 2022
SPARTA
COMMERCIAL SERVICES, INC.
(Exact
name of Company as specified in its charter)
Nevada |
|
000-9483 |
|
30-0298178 |
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
of Incorporation) |
|
File Number) |
|
Identification Number) |
555
Fifth Avenue, 14th Floor
New
York, New York 10017
(Address
of principal executive offices)
(212)
239-2666
(Registrant’s
Telephone Number)
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) |
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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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|
☐ |
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 |
|
Name
of each exchange on which registered |
Common stock, $0.01 par
value |
|
SRCO |
|
Pink Open Market |
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
December 22, 2022, Sparta Commercial Services, Inc. (the “Company”) entered into agreements with Anthony L. Havens, the Company’s
Chief Executive Officer (“Havens”), Sandra L. Ahman, the Company’s Vice-President of Operations (“Ahman”),
and Kristian Srb, a Director of the Company (“Srb”), whereby Havens, Ahman, and Srb agreed to convert debt owed to
them in exchange for non-qualified stock options. Havens agreed to convert $100,000.00 of deferred salary and benefits in exchange for
a stock option agreement (the “Havens Stock Option Agreement”) to purchase 934,579 shares of the Company’s common stock.
Ahman agreed to convert $50,000 of deferred salary in exchange for a stock option agreement (the “Ahman Stock Option Agreement”)
to purchase 467,290 shares of the Company’s common stock. Srb agreed to convert $50,000 of deferred debt in exchange for a stock
option agreement (the “Srb Stock Option Agreement” and with the Havens Stock Option Agreement, and the Ahman Stock Option
Agreement, the “Stock Option Agreements”) to purchase 467,290 shares of the Company’s common stock. The stock options
granted pursuant to the Stock Option Agreements have five year terms, vest immediately and an exercise price of $0.107 which was 110%
of the weighted average closing price of the Company’s common stock for the thirty consecutive trading days immediately
preceding the date of the option (for a day to be included in the calculation, there must have been at least 100 shares traded on that
day). The sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2)
of the Securities Act as transactions by an issuer not involving any public offering. The recipients of the securities in each of these
transactions represented their intentions to acquire the securities for investment only and not with a view to, or for sale in connection
with, any distribution thereof. All recipients had adequate access, through their relationships with the Company, to information about
the Company.
The
foregoing disclosure of the Stock Option Agreements set forth in this Section 3.02 does not purport to be complete, and is qualified
in its entirety by reference to the Stock Option Agreements, which are filed as Exhibits 4.1, 4.2, 4.3, of this Current Report and incorporated
by reference herein.
ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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|
SPARTA COMMERCIAL
SERVICES, INC. |
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Dated:
December 23, 2022 |
/s/
Anthony L. Havens |
|
|
Anthony L. Havens |
|
|
Chief Executive Officer
|
Sparta Commercial Services (PK) (USOTC:SRCO)
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