Exhibit 10.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported):
Commission File Number
(Exact name of small business issuer as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(
(Issuer’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 Instructions 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 | ||
| Not applicable. |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 March 12, 2024, Auto Parts 4 Less Group, Inc., a Nevada corporation (the “Company”), entered into an Exchange Agreement (the “Brown Agreement”) with Robert J. Brown (“Brown”). Pursuant to the Brown Agreement, the Company issued a total of 46,145,000 shares of common stock in exchange for a total of $461,450 of indebtedness owed to Brown by the Company, which was, at the closing of the Brown Agreement, deemed for all corporate purposes to have been cancelled. It is expected that the Company will, in its Quarterly Report on Form 10-Q for the period ended March 31, 2024, report a gain on cancellation of indebtedness of approximately $461,450.
The foregoing description of the Brown Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Brown Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.
The issuance and sale of shares of Company common stock pursuant to the Brown Agreement is made without registration under the Securities Act of 1933, as amended (the “Act”), or the securities laws of the applicable state, in reliance on the exemptions provided by Section 4(a)(2) of the Act and Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state law, based on the offering of such securities to one investor, the lack of any general solicitation or advertising in connection with such issuance, the representations of Brown to the Company that, among others, was an accredited investor (as that term is defined in Rule 501(a) of Regulation D), and that it was purchasing the securities for its own account and without a view to distribute such securities.
Item 7.01 Regulation FD Disclosure.
On March 18, 2024, the Company issued a press release announcing it continues to strengthen its balance sheet with additional debt conversion. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The furnishing of the press release is not an admission as to the materiality of any information therein. The information contained in the press release is summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.
The information in this Item 7.01 of this Current Report on Form 8-K and the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the press release shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description of Exhibit | |
| 10.1* | Exchange Agreement between the Company and Robert J. Brown | |
| 99.1* | Press release dated March 18, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
_______
* Filed herewith.
- 2 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Auto Parts 4Less Group, Inc. | ||
| Date: March 18, 2024 | By: | /s/ Christopher Davenport |
| Christopher Davenport, Chief Executive Officer | ||
- 3 -
Exhibit 10.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Auto Parts 4 Less Group Inc. Continues to Strengthen Balance Sheet with Additional Debt Conversion
Las Vegas, NV – March 18th 2024 – Auto Parts 4 Less Group Inc. (OTC: FLES) ("AutoParts4Less," "the Company"), a technology-driven e-commerce leader in the automotive parts sector, is pleased to announce another significant step in its ongoing efforts to improve its financial position. The Company has successfully converted $461,450 of debt into common stock, with a two-year lockup period, further demonstrating its commitment to cleaning up its balance sheet and moving forward.
"This latest debt conversion is yet another win for our shareholders and all of our stakeholders," said Christopher Davenport, CEO of Auto Parts 4 Less Group Inc. "Building on our previous efforts, including the conversion of nearly $1.2 million in debt announced on March 11, 2024, we continue to work diligently to strengthen our balance sheet and position our company for long-term success."
The conversion of debt to common stock not only reduces the Company's liabilities but also aligns the interests of Auto Parts 4 Less and its creditors for the future. The two-year lockup period further underscores the commitment to the Company's growth and stability.
About Auto Parts 4 Less Group Inc.
Auto Parts 4 Less Group Inc. (OTC: FLES) is a leading online marketplace for automotive parts, operating AutoParts4Less.com and LiftKits4Less.com. The Company is dedicated to providing a diverse range of high-quality automotive parts and accessories to customers in the jeep, truck, and off-road enthusiast market. With a focus on growth and innovation, Auto Parts 4 Less Group Inc. aims to be a top destination for automotive parts and accessories.
Forward-Looking Statements
This press release may contain forward-looking statements that involve risks and uncertainties. These statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause actual results to differ materially from those anticipated or implied in the forward-looking statements. Forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from historical experience and present expectations or projections. Actual results may differ materially from those in the forward-looking statements and the trading price for our common stock may fluctuate significantly. Forward-looking statements also are affected by the risk factors described in the Company’s filings with the U.S. Securities and Exchange Commission. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Industry data provided herein is of no predictive value regarding the future sale of the Company’s products. No information in this press release should be construed as any indication whatsoever of the Company’s future financial results, revenues, or stock price.
Contact:
Christopher Davenport, CEO
Auto Parts 4 Less Group Inc.
Email: investorrelations@ap4less.com