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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

 

January 14, 2022

 

Date of Report (Date of earliest event reported)

 

SLINGER BAG INC.

 


(Exact Name of Registrant as Specified in Charter)

 

Nevada   333-214463   61-1789640
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

2709 N. Rolling Road, Suite 138
Windsor Mill, MD
21244

 

(Address of Principal Executive Offices)

 

(443) – 407 7564

 


(Registrant’s telephone number, including area code)

 

N/A

 

(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. 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)
   
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: None

 

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 1.01Entry into a Material Definitive Agreement

 

On January 14, 2022, Slinger Bag Inc. (“we”) entered into two loan agreements with Yonah Kalfa Naftali Kalfa, each for $1 million, pursuant to which we received a total amount of $2 million. The loans bear interest at a rate of 8% per annum and are required to be repaid in full by April 30, 2022 or such other date as may be accepted by the lenders. We are not permitted to make any distribution or pay any dividend unless or until the loans are repaid in full.

 

The foregoing is a summary of the loan agreements and should be read in conjunction with the copies of loan agreements attached to this report as Exhibits 10.1 and 10.2.

 

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

 

The disclosure required by this Item 2.03 is set forth in Item 1.01 above and is incorporated herein by this reference.

 

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits

 

Exhibit 10.1 Loan Agreement dated January 14, 2022, by and between Yonah Kalfa and Slinger Bag Inc.
Exhibit 10.2 Loan Agreement dated January 14, 2022, by and between Naftali Kalfa and Slinger Bag Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Slinger Bag inc.

a Nevada corporation

   
Dated: January 18, 2022 By: /s/ Mike Ballardie
    Chief Executive Officer and Sole Director

 

 

 

 

 

 

Exhibit 10.1

 

This Loan Agreement (this “Agreement”) is made on January 14, 2022 by and between Yonah Kalfa, a resident of Israel (“Lender”), and Slinger Bag Inc., a Nevada corporation (together with its affiliates, “Borrower”).

 

WHEREAS, Borrower requires a further infusion of U.S. $1,000,000 in cash (the “Loan”) in order to finance its operations and Lender wishes to provide the Loan, subject to the terms and on the conditions of this Agreement;

 

Now, therefore, in consideration of the premises and the mutual covenants and agreements of the Parties hereinafter set forth, it is hereby agreed by and between the Parties hereto as follows:

 

1. Loan. Lender hereby agrees to lend ONE MILLION USD ($1,000,000) in immediately available funds to the Borrower on January 14, 2022 by wiring the same in accordance with instructions to be provided by the Borrower separately. Borrower agrees to accept $1,000,000 as a loan to be repaid in full by April 30, 2022 or such other date as may be accepted by the Lender in writing (including by email). The Loan shall bear interest at a rate of 8% per annum on the outstanding amount until repaid in full. Any payment of cash to be made by Borrower to Lender shall be applied first to accrued, but unpaid, interest and second to the outstanding principal.

 

2. Dividends or Distributions. The Parties agree that Borrower shall not be permitted to declare, make or pay any dividend or distribution unless and until the Loan is repaid in full.

 

3. Costs and Fees. Each Party will bear its own costs in connection with the entry into this Agreement and any payments to be made or received hereunder.

 

4. Amendments and Assignments. This Agreement may not be amended or assigned without the written consent of all Parties.

 

5. Further Assurances. Each party hereto agrees to execute, on request, all other documents and instruments as the other party shall reasonably request, and to take any actions, which are reasonably required or desirable to carry out obligations imposed under, and affect the purposes of, this Agreement.

 

6. Governing Law and Jurisdiction. This Agreement shall be governed by the substantive law of the State of New York, without application of any conflict of laws principle that would require the application of the law of any other jurisdiction

 

 
 

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

 

Slinger Bag Inc.

 

By:
  Mike Ballardie  
  Chief Executive Officer  
  I have authority to bind the corporation  

 

Agreed and

 

accepted:

 

Yonah Kalfa

 

 

 

 

 

Exhibit 10.2

 

This Loan Agreement (this “Agreement”) is made on January 14, 2022 by and between Naftali Kalfa, a resident of Israel (“Lender”), and Slinger Bag Inc., a Nevada corporation (together with its affiliates, “Borrower”).

 

WHEREAS, Borrower requires a further infusion of U.S. $1,000,000 in cash (the “Loan”) in order to finance its operations and Lender wishes to provide the Loan, subject to the terms and on the conditions of this Agreement;

 

Now, therefore, in consideration of the premises and the mutual covenants and agreements of the Parties hereinafter set forth, it is hereby agreed by and between the Parties hereto as follows:

 

1. Loan. Lender hereby agrees to lend ONE MILLION USD ($1,000,000) in immediately available funds to the Borrower on January 14, 2022 by wiring the same in accordance with instructions to be provided by the Borrower separately. Borrower agrees to accept $1,000,000 as a loan to be repaid in full by April 30, 2022 or such other date as may be accepted by the Lender in writing (including by email). The Loan shall bear interest at a rate of 8% per annum on the outstanding amount until repaid in full. Any payment of cash to be made by Borrower to Lender shall be applied first to accrued, but unpaid, interest and second to the outstanding principal.

 

2. Dividends or Distributions. The Parties agree that Borrower shall not be permitted to declare, make or pay any dividend or distribution unless and until the Loan is repaid in full.

 

3. Costs and Fees. Each Party will bear its own costs in connection with the entry into this Agreement and any payments to be made or received hereunder.

 

4. Amendments and Assignments. This Agreement may not be amended or assigned without the written consent of all Parties.

 

5. Further Assurances. Each party hereto agrees to execute, on request, all other documents and instruments as the other party shall reasonably request, and to take any actions, which are reasonably required or desirable to carry out obligations imposed under, and affect the purposes of, this Agreement.

 

6. Governing Law and Jurisdiction. This Agreement shall be governed by the substantive law of the State of New York, without application of any conflict of laws principle that would require the application of the law of any other jurisdiction

  

 
 

 

 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

 

Slinger Bag Inc.

 

By:  
  Mike Ballardie  
  Chief Executive Officer  
  I have authority to bind the corporation  

 

Agreed and accepted:

 

Naftali Kalfa