Current Report Filing (8-k)
07 Januar 2022 - 10:50PM
Edgar (US Regulatory)
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2022-01-03
2022-01-03
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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): January 3, 2022
SPARTA
COMMERCIAL SERVICES, INC.
(Exact
name of Company as specified in its charter)
Nevada
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000-9483
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30-0298178
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
Number)
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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):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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Common
stock, $0.01 par value
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SRCO
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Pink
Open Market
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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 ☐
ITEM
3.02
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UNREGISTERED
SALES OF EQUITY SECURITIES
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On
January 3, 2022, Sparta Commercial Services, Inc. (the “Company”) entered into agreements with Anthony L. Havens, the Company’s
Chief Executive Officer (“Havens”) and Sandra L. Ahman, the Company’s Vice-President of Operations (“Ahman”)
whereby Havens and Ahman agreed to convert debt owed to them in exchange for non-qualified stock options. Havens agreed to convert $137,465.76
of deferred salary in exchange for a stock option agreement (the “Havens Stock Option Agreement”) to purchase 1,718,322 shares
of the Company’s common stock. Ahman agreed to convert $125,000 of deferred salary in exchange for a stock option agreement (the
“Ahman Stock Option Agreement” and with the Havens Stock Option Agreement, the “Stock Option Agreements”) to
purchase 1,562,500 shares of the Company’s common stock. The stock options granted pursuant to the Stock Option Agreements have
five year terms, vest immediately, and have an exercise price of $0.08 which was 111% of the 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.
On
January 3, 2022, the Company granted to each of its two independent Directors five year options to purchase 187,500 shares
of the Company’s common stock at $0.08 per share. The options vest in three equal tranches over three years. These options
represent compensation for past service on the board.
On
January 3, 2022, the Company granted its CEO, Anthony L Havens and Vice President of Operations, Sandra L Ahman, five year options to
purchase an aggregate of 750,000 shares of the Company’s common stock at $0.08 per share. The options vest in three equal
tranches over three years.
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, 4.4, 4.5, and 4.6 of this Current
Report and incorporated by reference herein.
ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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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:
January 7, 2022
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/s/
Anthony L. Havens
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Anthony
L. Havens
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Chief
Executive Officer
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