AGSS 8-K
Ameriguard Security Services, Inc. (AGSS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) | (IRS
Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone
number, including area code: (
(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:
| 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 | ||
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 1.01 Entry into a Material Definitive Agreement
On March 10, 2026, the Company entered into an agreement with Lillian Flores (the “Holder”) pursuant to which the Company agreed to issue shares of its Common Stock in exchange for partial debt settlement.
Item 3.02 Unregistered Sales of Equity Securities
On April 15, 2026, the Company authorized the issuance of 8,756,150 shares of its Common Stock to Lillian Flores.
The shares were issued in consideration for partial conversion of $2,456,991 of outstanding debt.
The issuance was made in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), including but not limited to Section 4(a)(2) and/or Rule 506 of Regulation D, as applicable. The recipient is an accredited investor (if applicable), and the transaction did not involve any public solicitation.
The shares issued are restricted securities / free trading pursuant to Rule 144 , if applicable].
1
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.
| Ameriguard Security Services, Inc. | ||
| By: | /s/ Lawrence Garcia | |
| Lawrence Garcia | ||
| President & CEO | ||
| Date: April 20, 2026 | ||
2