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2022-02-08
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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) February 8, 2022
The 4Less Group, Inc.
(Exact name of registrant as specified in its charter)
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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)
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(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:
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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.
On February 8, 2022, all of our Preferred C holders converted their Preferred
C Shares into our Common Stock Shares, as follows:
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a)
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Timothy Armes converted his 100 Preferred C Shares into 124,843 Common
Stock Shares equaling 1% of our outstanding Common Stock Shares.
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b)
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Chris Davenport converted his 6,075 Preferred C Shares into 7,584,203 Common
Stock Shares equaling 60.7% of our outstanding Common Stock Shares.
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c)
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One investor converted his 675 Preferred C Shares into 842,690 Common Stock
equaling 6.7% of our outstanding Common Stock Shares.
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d)
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One investor converted his 400 Preferred C Shares into 499,372 Common Stock
equaling 4% of our outstanding Common Stock Shares.
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In total, the holders converted 7,250 Preferred C Shares into 9,051,108
Common Stock Shares, constituting approximately 72.5% of our outstanding shares. After the Preferred C Conversions, we had 12,492,593
Common Stock Shares outstanding.
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: February 10, 2022
The 4 Less Group Inc.
By: /s/ Timothy Armes
Timothy Armes
Chief Executive Officer
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