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): June 8, 2018

 

SPORTS FIELD HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   000-54883   46-0939465

(State or other jurisdiction

of incorporation)

  (Commission
File Number) 		 

(IRS Employer

Identification No.)

 

1020 Cedar Ave, Suite 230

St. Charles, IL 60174

(Address of Principal Executive Offices)

 

978-914-7570

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))

 

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. Unregistered Sales of Equity Securities.

 

On June 8, 2018, Sports Field Holdings, Inc. (the “Company”) issued and sold 133,333 shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), at a per share price of $0.15 in cash (the “June Offering”). The aggregate number of shares of the Company’s Common Stock sold in connection with the June Offering and the Company’s prior offerings, at the same per share price, was 923,332 (collectively, the “Shares”). The Shares were issued pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

 

 

 

 

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.

 

  SPORTS FIELD HOLDINGS, INC.
     
Date: June 20, 2018 By: /s/ Jeromy Olson
    Jeromy Olson
    Chief Executive Officer