0001438901
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Amendment No. 1
0001438901
2021-11-18
2021-11-18
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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) November 18, 2021
The 4Less Group, Inc.
(Exact name of registrant as specified in its charter)
|
Nevada
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000-55089
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90-1494749
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
|
(IRS Employer
Identification No.)
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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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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FLES
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OTCQB
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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. [_]
The 4Less Group, Inc. is referred to herein as “we”, “our”, or “us”.
Item 8.01 Other Events.
Background
On November 18, 2021, we filed a Form 8-K disclosing that:
“On December 14, 2020, we commenced
a Regulation A Offering (SEC File Number 024-11326), which offering we are closing as of today, November 18, 2021; as such we will not
accept any further Regulation A investments. We are in the process of assembling the data to complete and file with the SEC a Form 1-Z
(Exit Report Under Regulation A), which will contain data under the title “Summary Information Regarding the Use of Proceeds”.
No Form 1-Z Required
We have reviewed applicable statutes and
determined that Form 1-Z is not required to be filed with the SEC, notwithstanding that as disclosed in our November 18, 2021 Form
8-K we closed the Regulation Offering as of November 18, 2021.
The information in this Current Report on Form
8-K with respect to Item 8.01 is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed to be
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K will not be deemed an admission as to
the materiality of any information contained herein.
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: November 22, 2021
The 4 Less Group Inc.
By: /s/ Timothy Armes
Timothy Armes
Chief Executive Officer
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