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):October 2, 2015
| OSL HOLDINGS INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada | | 001-32658 | | 98-0441032 |
(State or other jurisdiction of incorporation) | | (Commission
File Number) | | (IRS Employer Identification No.) |
81 Big Oak Road, Suite 116
Yardley, PA 19067
(Address of Principal Executive Offices)
(845) 363-6776
Registrant’s telephone number, including area code
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:
[ ] 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))
Item 1.01 Entry Into A Material Definitive Agreement
On October 2, 2015, OSL Holdings Inc. (the “Company”) executed and delivered a Convertible Note (the “Note”) in favor of Redwood Fund III, LTD (“Redwood”) in the principal amount of $51,282, with an original issue discount of $1,282. The Note pays interest at a rate of 10% and is due on September 30, 2016. The Note is convertible into shares of common stock of the Company at a price equal to 55% of the lowest traded price of the Company’s common stock for the 20 days preceding the Conversion Date (as further described in the Note).
The above description of the Note does not purport to be complete and is qualified in its entirety by the full text of the Note, which is included as an exhibit to this Current Report on Form 8-K and is incorporated by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
On October 2, 2015, the Company issued 33,750,000 shares of the Company’s common stock to a consultant of the Company in consideration for services rendered.
On October 1, 2015, the Company issued 119,000,000 shares of the Company’s common stock upon conversion of a convertible promissory note previously issued to an accredited investor. The issuance did not result in any proceeds to the Company as the funds were received upon the original issuance of such convertible promissory note.
In the aggregate, the amount of shares issued in the foregoing transactions exceeds 5% of the Company’s total outstanding shares. As of the date of this filing, the Company has 3,182,389,031 shares of common stock outstanding.
The Note is not registered under the Securities Act of 1933, as amended (the “Securities Act”), but qualified for exemption under Section 4(2) of the Securities Act. The securities were exempt from registration under Section 4(2) of the Securities Act because the issuance of such securities by the Company did not involve a “public offering,” as defined in Section 4(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, these shareholders had the necessary investment intent as required by Section 4(2) of the Securities Act since they agreed to, and received, share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | | Description |
| | | |
| 4.1 | | Convertible Note, dated October 2, 2015* |
*filed herewith
SIGNATURE
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.
| | OSL HOLDINGS INC. |
| | | |
| Date: October 6, 2015 | By: | /s/ Robert H. Rothenberg |
| | | Robert H. Rothenberg |
| | | Chief Executive Officer |
