0001438901
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Amendment No. 1
0001438901
2021-07-27
2021-07-27
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xbrli:shares
iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported) July
27, 2021
The
4Less Group, Inc.
(Exact name of registrant as specified in its charter)
|
Nevada
|
000-55089
|
90-1494749
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
106
W. Mayflower, Las Vegas, NV
89030
(Address of principal executive offices)
Registrant’s telephone number, including area
code (702)
267-6100
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
|
FLES
|
OTCQB
|
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
Background
On July 29, 2021, we filed a Form 8-K reporting that
on July 27, 2021 we entered into a Common Stock Purchase Agreement (“CSPA”) with Triton Funds, LP, a Delaware limited partnership
(“Triton”), giving us the option to sell up to $1,000,000 worth of our common stock to Triton, in increments, pursuant to
Purchase Notices that we issue to Triton and filing an S-1 Registration Statement, which S-1 the SEC declared effective on August 13,
2021.
No Further Purchase Notices
On October 20, 2021, our Board of Directors determined
not to deliver any Purchase Notices to Triton setting forth the Purchase Notice Shares, which we would have otherwise required Triton
to purchase.
Item 9.01 Financial Statements and 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.
Dated: October 21, 2021
The 4 Less Group Inc.
By: /s/ Timothy
Armes
Timothy Armes
Chief Executive Officer
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