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 27, 2024 (February 22, 2024)
Singlepoint Inc. |
(Exact name of registrant as specified in its charter) |
Nevada | | 000-53425 | | 26-1240905 |
(State or other jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
3104 E Camelback Rd #2137 Phoenix, AZ | | 85016 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (888) 682-7464
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) |
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☐ | 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(s) | Name of each exchange on which registered |
common stock, par value $0.0001 per share | SING | Cboe BZX Exchange, Inc. |
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.
On February 22, 2024, SinglePoint Inc. (the “Company”) and Bucktown Capital, LLC, a Utah limited liability company (“Lender”), entered into an Exchange Agreement, dated February 16, 2024 (the “Exchange Agreement”), pursuant to which the Company and Lender agreed to (i) partition a new promissory note (the “Partitioned Note”) from that certain promissory note dated July 13, 2021 in the original principal amount of $1,580,000 (the “Original Note”) and then cause the outstanding balance of the Original Note to be reduced to $95,000; and (ii) exchange the Partitioned Note for the delivery of the 296,652 shares of Borrower’s Common Stock, par value $0.0001 (the “Exchange Shares”).
The foregoing description of the terms of the Exchange Agreement does not purport to be complete and is qualified in its entirety by the complete text of the document attached as Exhibit 10.1 to this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosures set forth above under Item 1.01 are incorporated herein by reference. The issuance by the Company of the Exchange Shares in exchange for the Partitioned Note pursuant to the Exchange Agreement was made in reliance upon the exemption from the registration requirements under Section 3(a)(9) under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Stock Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SinglePoint Inc. | |
| | | |
Dated: February 27, 2024 | By: | /s/ William Ralston | |
| Name: | William Ralston | |
| Title: | Chief Executive Officer | |
