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): March 8, 2019 (March 6, 2019)
GSRX INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 333-141929 | | 14-1982491 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
Building No. 3, P.E. 606, int. Jose Efron Ave.
Dorado, Puerto Rico 00646
(Address of principal executive offices) (zip code)
(214) 808-8649
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Copy to:
Darrin M. Ocasio, Esq.
Sichenzia Ross Ference LLP
1185 Avenue of the Americas, 37th Floor
New York, New York 10036
Phone: (212) 930-9700
Fax: (212) 930-9725
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) |
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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)) |
Item 1.01 Entry into a Material Definitive Agreement.
Private Placement of Units
On March 6, 2019, GSRX Industries Inc., a Nevada corporation (the “Company”) sold $777,000 of units of its securities (the “Units”), pursuant to separate purchase agreements (the “Purchase Agreements”) with accredited investors (the “Investors”), at a purchase price of $1.25 per Unit. Each Unit consists of one share (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), and a two (2) year warrant (the “Warrants”) to purchase shares of Common Stock, at an exercise price of $1.75 per share (such sale and issuance, the “Private Placement”). The number of shares for which each Warrant shall be exercisable is equal to 33% of the number of Shares issued to each Investor. The Company issued an aggregate of 621,600 Shares and 207,200 Warrants.
The Warrants are exercisable, at any time on or after the closing date of the Private Placement, at a price of $1.75 per share, subject to adjustment, and expire two (2) years from the date of issuance. The Company is prohibited from effecting an exercise of any Warrant to the extent that, as a result of any such exercise, the holder would beneficially own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of such Warrant (the “Beneficial Ownership Limitation”), unless the holder elects to amend the Beneficial Ownership Limitation up to 9.99%.
The offering was made pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
The Company did not pay any commissions to any broker-dealers in connection with the Private Placement.
Item 3.02 Unregistered Sales of Equity Securities
See Item 1.01 which is incorporated by reference, in its entirety, into this Item 3.02.
The Units, the Shares, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants have not been registered under the Securities Act, or the securities laws of any state, and were offered and issued in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
| | GSRX INDUSTRIES INC. |
| | |
| Dated: March 8, 2019 | By: | /s/ Thomas Gingerich |
| | Name: | Thomas Gingerich |
| | Title: | Chief Financial Officer |
