SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act
of Report (Date of earliest event
reported) January 30, 2020
The 4Less Group, Inc.
(Exact name of registrant as specified in its charter)
|(State or other
jurisdiction of incorporation)
4580 N Rancho Dr #130, Las Vegas, NV 89130
(Address of principal executive offices)
Registrant’s telephone number, including area
code (662) 510-5866
(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.
[_] 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© under
the Exchange Act (17 CFR 240.13e-4©)
Item 3.03 Material Modification to Rights of Security
On January 30, 2020 , pursuant to the approval of a majority of the
voting interests, The 4 Less Group, Inc. (the “Company”) filed a
Certificate of Change Pursuant to NRS 78.209 (the “Certificate of
Change”) with the Nevada Secretary of State to effect a 4000:1
reverse stock split of the Company’s issued and outstanding common
stock (the “Reverse Stock Split”).
Pursuant to that, the Company submitted an application to FINRA to
approve the Reverse Stock Split, which was approved by FINRA on
February 25, 2020 (the “Effective Date”). The trading symbol for
the Company shall be “FLESD” due to the Reverse Stock Split for a
period of 20 days from the Effective Date, at which point the
symbol shall return to “FLES”.
For more information regarding the details of the Reverse Stock
Split, please see the Schedule 14c filed with the SEC on January
10, 2020, available at the following link:
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
The information set forth in Item 3.03 of this Current Report on
Form 8-K is hereby incorporated by reference in Item 5.03. A copy
of the Certificate of Change is filed as Exhibit 3.1 to this
Current Report on Form 8-K.
Item 8.01 Other Events.
February 27, 2020 the Company reported that it reduced its
convertible debt by approximately $1.1 million in exchange for 250
shares of The Company’s Series C Convertible Preferred Stock. The
shares of Series C Preferred Stock represent approximately 2.5 %
ownership stake in the Company. For more information please see the
Press Release filed by the Company via Newsfile Corp on February
27, 2020, available at the following link:
Item 9.01 Financial Statements and Exhibits.
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.
Dated: March 2, 2020
The 4 Less Group
By: /s/ Timothy Armes
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