Form 8-K - Current report

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

August 13, 2024

Date of Report (Date of Earliest event reported)

SHARING SERVICES GLOBAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

Nevada

000-55997

30-0869786

(State or other Jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5200 Tennyson Parkway, Suite 400, Plano, Texas 75024

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(469)-304-9400

(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 13c-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 in which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (/Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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 August 13, 2024, Sharing Services Global Corporation (the “Company”) entered into a securities purchase agreement with HWH International Inc., a Delaware corporation (“HWH”) pursuant to which it issued and sold to HWH a convertible promissory note for an aggregate principal amount of $100,000 (the “HWH August Note”) convertible into 50,000,000 shares of Company Common Stock. The HWH August Note contains a commitment fee of 8% payable in cash or at the option of the holder may be convertible into shares of Common Stock. The HWH August Note bears interest at 8% per annum, paid quarterly in cash or at the option of the holder, shares of Common Stock of the Company. The maturity date and related accrued interest is the earliest of (i) the third anniversary of the date of issuance; (ii) the acceleration of the HWH August Note upon an occurrence of an event of default (as defined in the HWH August Note); (iii) the fifth business day after the holder has delivered the Company a written demand for payment of the HWH August Note. HWH may, at its option, at any time during the term of the HWH August Note, redeem a portion or all amounts of outstanding principal amount, without incurring penalties, additional interest, or other fees or charges.

The foregoing summaries do not purport to be complete and are qualified in their entirety by reference to the full texts of the HWH Note and the HWH SPA, (collectively, the “Transaction Documents”) which are filed as Exhibit 4.1 and Exhibit 10.1 respectively, to this Current Report on Form 8-K, and which are incorporated by reference herein.

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

The applicable information set forth in Item 1.01 of this Form 8-K with respect to the Transaction Documents is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the Transaction Documents is incorporated herein by reference. The Registrable Securities will be issued without prior registration in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D thereunder.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
4.1		Convertible Promissory Note issued by Sharing Services Global Corporation to Alset, Inc., dated August 13, 2024
10.1		Securities Purchase Agreement between Sharing Services Global Corporation and HWH International Inc., dated August 13, 2024
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 Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 30, 2024	SHARING SERVICES GLOBAL CORPORATION

	By:	/s/ John Thatch
	Name:	John Thatch
	Title:	Chief Executive Officer and
		Vice Chairman of the Board of Directors

Exhibit 4.1

THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), APPLICABLE STATE LAW, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, AND MAY NOT BE SOLD, OFFERED FOR SALE, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE OR FOREIGN SECURITIES LAWS COVERING ANY SUCH TRANSACTION OR (B) SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE OR FOREIGN SECURITIES LAWS COVERING SUCH TRANSACTION.

CONVERTIBLE PROMISSORY NOTE

SHARING SERVICES GLOBAL CORPORATION

Principal Amount: US$100,000.00

August 13 , 2024

FOR VALUE RECEIVED, Sharing Services Global Corporation, a Nevada corporation, having its principal office address at 5200 Tennyson Parkway, Suite 400, Plano, Texas 75024 (the “Borrower”) promises to pay to HWH International Inc., a Delaware corporation, having its principal office address at 4800 Montgomery Lane Suite 210, Bethesda, MD 20814, or its designee(s) to whom this Note has been endorsed for payment (the “Holder”), the principal sum of One Hundred Thousand United States Dollars (US$100,000.00) (the “Principal Amount”) and all accrued interest may be paid by the “Optional Conversion” (as hereinafter defined) of such amount into shares of the Borrower’s common stock (the “Common Stock”) at the Conversion Rate, provided all of the conditions precedent contained in Section 3 of this Note have been satisfied, together with interest in arrears, if any, on the unpaid principal balance from time to time outstanding from the date hereof until the entire Principal Amount due hereunder is paid in full at the rate(s) provided below. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), dated August_____ , 2024, among the Company and the Holder.

l. Maturity.

1.1 Maturity Date. The aggregate outstanding Principal Amount, together with all accrued interest, if any, thereon, reduced by unamortized prepaid interest, if any, (cumulatively, the “Outstanding Amount”), shall, at the discretion of the Holder, either be repaid in cash and/or convert into shares of Common Stock of the Borrower as provided in Section 3 below and shall be due and payable in full on the earliest to occur of (the earliest of such events being the “Maturity Date”): (i) the third (3^rd) anniversary of the date of this Note (the “Scheduled Maturity Date”); (ii) the acceleration of this Note upon the occurrence of an Event of Default; or (iii) on the fifth (5^th) business day after the Holder has delivered to the Borrower a written demand for payment of this Note.

1.2 Redemption. The Borrower may, at its option, at any time during the term of this Note, redeem a portion or all amounts of outstanding Principal Amount, without incurring penalties, additional interest, or other fees or charges; provided that the Borrower shall send the Holder written notice (the “Redemption Notice”) of such redemption stating the amount of the Principal Amount being redeemed (the “Redemption Amount”) and, if such redemption of the Note is in full, the place or places whether the Note is to be surrendered for payment. After a Redemption Notice is given, the Borrower shall deliver to the Holder the Redemption Amount within five (5) business days of such Redemption Notice, during which period of time the Holder shall not have the right to convert any portion of this Note. If the Borrower fails to deliver the Redemption Amount to the Holder within five (5) business days, then (i) all rights and remedies of the Holder under this Note, including conversion rights in accordance with Section 3 of this Note, shall continue as though no such Redemption Notice had been given, and (ii) the Borrower shall not have the right to redeem any portion of the Principle Amount for a period of thirty (30) calendar days following such failure to deliver the Redemption Amount.

2. Interest: Commitment Fee.

2.1 Interest Rate. This Note shall bear eight percent (8%) interest per annum. Interest shall be paid quarterly, in cash or in Common Stock, at the Borrower’s election, subject to Sections 3 of this Note, on or before the thirtieth (30ili) day after the end of each quarter during the term of Note. Interest shall be computed on the basis of a 365-day or 366-day year and the actual number of days elapsed.

2.2 Interest After Default. At the Holder’s option, and to the extent permitted by applicable law, the unpaid principal balance shall bear interest after an Event of Default and after Maturity Date (whether by acceleration or otherwise) at the Default Interest Rate. The “Default Interest Rate” shall be, at Holder’s option, (i) ten percent (10%) per annum, or (ii) the Maximum Lawful Rate, whichever is lower. The term “Maximum Lawful Rate” means the maximum rate of interest that is permissible under applicable state or federal law for the type of loan evidenced by this Note.

2.3 Commitment Fee. Upon signing of this Note, a commitment fee of eight percent (8%) of the Principal Amount (the “Commitment Fee”) shall be paid by the Borrower to the Holder, in cash or in Common Stock at the Conversion Rate (defined below), at the discretion of the Holder.

3. Conversion.

3.1. Optional Conversion. At any time during the term of this Note, except as otherwise provided herein, the Principal Amount Jess any unamortized prepaid interest, if any, and all accrued interest, if any, thereon (the “Maximum Conversion Amount”) may, at the option of the Holder, be converted, in whole or in part, into fully paid and non-assessable whole shares of Common Stock (“Optional Conversion”) in accordance with Section 3.4 below.

3.2. Mechanics of Conversion. The Holder shall notify the Borrower in writing of its election to convert all or part of the Maximum Conversion Amount (the “Conversion Amount”) in accordance with Section 3.1 (the “Conversion Notice”). Such conversion shall only become effective after all of the following conditions have been satisfied:

a. The Borrower receives the Conversion Notice;

b. The Holder executes any and all documents required in connection with becoming a holder of Common Stock;

c. The Borrower issues and delivers to the Holder a certificate or certificates for the number of Common Stock, if any, to which Holder shall be entitled as provided herein, within seven (7) calendar days ofreceipt of the Conversion Notice (the “Certificates”); and

d. The Holder provides the Borrower with written confirmation that the outstanding balance of the Principal Amount and accrued interest, if any, has been reduced by the Conversion Amount (“Reduction Certificate”). Upon the occurrence of the events set forth in Sections 3.2 (a), (b) and (c) above, and this Section 3.2(d), the Borrower shall deliver to the Holder a restated note (“Restated Note”) evidencing the remaining outstanding balance of the Principal Amount, if any, which Restated Note shall in all other respects be identical with this Note, except that the Maximum Conversion Amount shall be reduced by the Conversion Amount.

3.3 Conversion Rate. The number of whole shares of Common Stock into which this Note may be converted (the “Conversion Shares”) at US$0.002 (the “Conversion Rate”).

3.4 Adjustment ofNote Conversion Rate. In the event the Borrower shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving a reverse stock split and subdivision of the Borrower’s issued and outstanding Common Stock, the Conversion Rate shall forthwith be adjusted by proportionally increasing the Note conversion price on the date such subdivision shall become effective. In the event the Borrower shall in any manner, subsequent to the issuance of this Note, approve a reclassification involving a forward stock split and subdivision of the Borrower’s issued and outstanding Common Stock, the Conversion Rate shall forthwith be adjusted by proportionally decreasing the Note conversion price on the date such subdivision shall become effective.

3.5 No Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of the Borrower issuing any fractional shares to the Holder upon conversion of the Note, the Borrower shall pay to the Holder the amount of the fractional shares valued at the Conversion Rate.

4. Reservation of Authorized Shares.

4.1 Reservation. On the date of this Note, the Borrower shall have reserved all ofits authorized unissued shares of Common Stock, including treasury shares of Common Stock (“Initial Reserve Amount”), solely for the purpose of effecting the conversion ofthis Note or other convertible securities issued to the Holder, if any. After the increase in the Borrower’s authorized but unissued shares of Common Stock (“Authorized Share Increase”), the Borrower shall at all times thereafter reserve out of its authorized but unissued shares of Common Stock, a number of shares of Common Stock equal .to the Conversion Rate with respect to Maximum Conversion Amount of this Note, solely for the purpose of effecting the conversion of this Note (the “Subsequent Reserve Amount”).

4.2 Insufficient Authorized Shares. If at any time after the Authorized Share Increase and while this Note remains outstanding the Borrower does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve the Subsequent Reserve Amount (an “Authorized Share Failure”), then the Borrower shall take all action necessary to effect an Authorized Share Increase.

5. Usury. All agreements between the Borrower and the Holder are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to the Holder for the use, forbearance, or detention of the indebtedness evidenced hereby exceed the maximum permissible amount under applicable law. If, from any circumstance whatsoever, fulfillment of any provision hereof at the time performance of such provision shall be due shall involve transcending the limit of validity prescribed by law, the obligation to be fulfilled shall automatically be reduced to the limit of such validity, and if from any circumstances the Holder should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby and not to the payment of interest, and, if the Principal Amount of this Note has been paid in full, shall be refunded to the Borrower.

6. Negative Covenants. So long as this Note shall remain in effect and until any Outstanding Amount (and liquidated damages, if any) and all fees and all other expenses or amounts payable under this Note have been paid in full, unless the Holders shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, the Borrower shall not amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and adversely affects any rights of the Holder.

7. Replacement of Note. If this Note is mutilated, lost, stolen or destroyed, the Borrower shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Note, a new Note, but only upon receipt of evidence reasonably satisfactory to the Borrower of such loss, theft or destruction and customary and reasonable bond or indemnity, ifrequested.

8. Events of Default. The following constitute an event of default (“Event of Default”):

a. The Borrower fails to pay any amount of principal or interest under this Note when due and said failure continues for a period of thirty (30) days after the Borrower’s receipt of written notice from the Holder;

b. The Borrower fails or neglects to perform, keep or observe any of the covenants, conditions or agreements contained in this Note and such failure or neglect continues after the Holder provided the Borrower with thirty (30) days written notice thereof;

c. Any warranty or representation now or hereafter made by the Borrower in connection with this Note is untrue or incorrect in any material respect, or any schedule, certificate, statement, report, financial data, notice, or writing furnished at any time pursuant to this Note by the Borrower to the Holder is untrue or incorrect in any material respect, on the date as of which the facts set forth therein are stated or certified and such failure or neglect continues after the Holder provided the Borrower with thirty (30) days written notice thereof;

d. A proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership Jaw or statute is filed against the Borrower which is not dismissed within sixty (60) days of its filing, or a proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership Jaw or statute is filed by the Borrower or the Borrower makes an assignment for the benefit of creditors or the Borrower takes any corporate action to authorize any of the foregoing;

e. The Borrower voluntarily or involuntarily dissolves or is dissolved, terminates or is terminated;

f. The Borrower becomes insolvent or fails generally to pay its debts as they become due, and said failure continues for a period of thirty (30) days after written notice of same from the Holder to the Borrower.

9. Remedies. Upon the occurrence of an Event of Default, or Change of Control, at the option and upon the written declaration of the Holder (or automatically without such declaration ifan Event of Default set forth in Section 8(d) occurs), the entire Outstanding Amount shall, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, be forthwith due and payable, and the Holder may, immediately and without expiration of any period of grace, enforce payment of all amounts due and owing under this Note and exercise any and all other remedies granted to it at law, in equity or otherwise, including the demand for immediate transfer to the Holder of any ownership interests in the Borrower. For purposes of this Note, the term “Change of Control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Securities Exchange Act of 1934) of a majority of total voting power of the voting stock of the Borrower. Change of Control specifically excludes any transactions involving the Holder and/or any entity or person affiliated with the Holder.

10. Miscellaneous.

a. Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Borrower shall be delivered in accordance with the notice provisions of the Securities Purchase Agreement.

b. Waiver. No failure to exercise, and no delay in exercising, on the part of the Holder, any right, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

c. Amendments. Any term, covenant, or condition of this Note may be amended or waived only by written consent of the Borrower and the Holder.

d. Expenses. Any reasonable expense incurred by the Holder (including, without limitation, reasonable attorneys’ fees and disbursements) in connection with the exercise of any right or remedy upon the occurrence of an Event of Default, including, without limitation, the costs of collection and reasonable attorneys’ fees and expenses, shall be paid by the Borrower within thirty (30) days of receiving written notice thereof from the Holder. Any such expense incurred by the Holder and not timely paid by the Borrower shall be added to the other obligations hereunder and shall earn interest at the same rate per annum as the principal hereunder.

e. Governing Law and Jurisdiction. All questions concerning the construction, validity, enforcement, interpretation and termination of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of Jaw thereof. The parties irrevocably attorn to the jurisdiction of the courts of the State of Delaware for any actions or proceedings arising out of or relating to the enforcement of this Note.

f. Transfer; Successors and Assigns. The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. This Note and the rights, privileges and obligations of Holder hereunder, shall not be assigned, sold or transferred by Holder, in part or in full without the prior written consent of the Borrower, provided that the Holder may assign or transfer any of its rights, privileges, or obligations set forth in, arising under, or created by this Agreement to any entity controlled by, controlling or under common control with the Holder. The Borrower may not assign this Note without prior written consent of the Holder, provided that the Borrower may assign this Note to any successor of all or substantially all of its assets or business, or any entity surviving the merger, combination or consolidation with the Borrower. Notwithstanding the above, under no circumstances shall the Optional Conversion or the rights, privileges and obligations of Holder pursuant thereto be separately assigned by Holder.

g. Entire Agreement. This Note constitutes the full and entire agreement of the Borrower and the Holder with respect to the subject matter hereof.

h. Confidentiality. In addition to separate confidentiality agreement, if any, the Holder will at all times keep confidential and not divulge, use or make accessible to anyone the terms and conditions of this Note and the transactions described herein, and any non-public material information concerning or relating to the business or financial affairs of the Borrower to which such party has been or will become privy relating to this Note, except to its employees and advisors in such capacity, as required to perform its obligations hereunder, ifrequired by law or rules of a stock exchange on which its or its parent’s securities are listed, or with the prior written consent of the Borrower.

i. Waiver of Jury Trial.

THE BORROWER AND HOLDER EACH HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY WITH REGARDS TO ANY “DISPUTE” AND ANY ACTION ON SUCH “DISPUTE”. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY THE BORROWER AND HOLDER, AND THE BORROWER AND HOLDER HEREBY REPRESENT THAT NO REPRESENTATIONS OFF ACT OR OPINION HAVE BEEN MADE BY ANY PERSON OR ENTITY TO INDUCE THIS WAIYER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT. THE BORROWER AND HOLDER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION HEREOF IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF JURY TRIAL. THE BORROWER FURTHER REPRESENTS AND WARRANTS THAT (1) IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR (2) HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND (3) EACH HAVE HAD THE OPPORTUNITY TO DISCUSS THIS WAIYER WITH COUNSEL.

[Signature Page Follows]

IN WITNESS WHEREOF, the Borrower and the Holder have caused this Note to be executed by their duly authorized representatives as of the day and year first above written.

	The Borrower

	By:	/s/ John “JT” Tatch
	Name:	John “JT” Tatch
	Title:	Chief Executive Officer

	The Holder

	HWH International Inc.

	By:	/s/ Chan Heng Fai Ambrose
	Name:	Chan Heng Fai Ambrose
	Title:	Executive Chairman

[Signature Page to Convertible Promissory Note]

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of August 13 , 2024, by and among Sharing Services Global Corporation, a Nevada corporation, having its principal office address at 5200 Tennyson Parkway, Suite 400, Plano, Texas 75024 (the “Company”) and HWH International Inc., a Delaware corporation, having its principal office address at 4800 Montgomery Lane Suite 210, Bethesda, MD 20814 and/or its successors and assigns (the “Purchaser” and together with the Company, the “Parties” and each a “Party”).

WHEREAS, the Company desires to sell to the Purchaser the Convertible Note, as defined herein; and

WHEREAS, the Company and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (“SEC”) under the 1933 Act.

NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. PURCHASE AND SALE

1.1 Closing; Cash Consideration.

(a) Cash Consideration. Subject to the terms and conditions set forth in this Agreement, the Company shall issue to the Purchaser at the Closing (as defined below) and the Purchaser shall purchase from the Company at the Closing a Convertible Promissory Note in the amount of One Hundred Thousand United States Dollars (US$100,000.00), in the form of Exhibit A hereto (the “Convertible Note”), which shall be convertible into Fifty Million (50,000,000) shares of the Company’s common stock at the option of the Purchaser (the “Shares”) for an aggregate purchase price of One Hundred Thousand United States Dollars (US$100,000.00) (the “Cash Consideration”). The Closing shall take place as the Parties may mutually agree and may be accomplished via electronic mail.

(b) The Closing. Within seven (7) calendar days of the execution of this Agreement, provided the terms and conditions set forth herein have been satisfied, the Company shall deliver the Convertible Note to the Purchaser and the Purchaser shall deliver the Cash Consideration via wire transfer of immediately available funds to such account as the Company shall designate in writing (the “Closing”). The date on which the Closing shall occur is referred to as the “Closing Date”.

2. REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to the Purchaser, each of which shall be true and complete on the Closing Date:

(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and is duly qualified to do business in the jurisdictions in which it currently operates.

(b) The Company has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect that affect creditors’ rights generally, and by legal and equitable limitations on the availability of specific remedies.

(c) The execution, delivery and performance by the Company of this Agreement and consummation by the Company of the transactions contemplated hereby do not and will not: (i) violate the organizational documents of the Company; (ii) violate any decree or judgment of any court or other government authority applicable to or binding on the Company; (iii) violate any provision of any federal or state statute, rule or regulation which is applicable to the Company; or (iv) violate any contract to which either the Company or any of their assets are bound.

(d) The authorized and issued capital stock of the Company is as follows:

(i) Series A convertible preferred stock, $0.0001 par value, 100,000,000 shares designated, 3,100,000 shares issued and outstanding as ofDecember 31, 2023;

(ii) Series B convertible preferred stock, $0.0001 par value, no shares issued and outstanding as of December 31, 2023;

(iii) Series C convertible preferred stock, $0.0001 par value, 100,000,000 shares designated, 3,220,000 shares issued and outstanding as of December 31, 2023;

(iv) Series D preferred stock, $0.0001 par value, 26,000 shares issued and outstanding as of December 31, 2023;

(v) Class A common stock, $0.0001 par value, 1,990,000,000 shares designated, 376,328,885 shares and 347,451,880 shares issued and outstanding as of December 31, 2023 and March 31, 2023, respectively; and

(vi) Class B common stock, $0.0001 par value, 10,000,000 shares designated, no shares issued and outstanding as of December 31, 2023.

Except as set forth in this Agreement, there are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of the Company or obligating the Company to issue or sell any shares of capital stock of, or any other interest in, the Company.

(e) The Shares, upon the issuance thereof, will be duly authorized, validly issued, fully paid and non-assessable and free and clear of all claims, liens, pledge, right of first refusal, security interest and encumbrances; will be free of restrictions on transfer other than applicable state and federal securities laws; and will be issued in compliance with all applicable federal and state securities laws.

(t) No “bad actor” disqualifying event described in Rule 506(d)(l)(i-viii) of the 1933 Act is applicable to the Company or, to the Company’s knowledge, any Company Covered Person. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 of the 1933 Act, any person listed in the first paragraph of Rule 506(d)(l) of the 1933 Act.

(g) No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement.

(h) The Company is not a party to any written or oral agreement to issue any equity to any party other than the Purchaser.

(i) Except as contemplated by this Agreement, there are no outstanding rights, options, subscriptions or other agreements or commitments obligating the Company with respect to the Convertible Note or Shares.

(j) No proceedings relating to the Convertible Note, Shares or any currently outstanding equity of the Company, are pending or, to the knowledge of the Company, threatened before any court, arbitrator or administrative or governmental body that would adversely affect the Company’s right to issue the Convertible Note or Shares to the Purchaser.

(k) All corporate action required to be taken by the Company’s board of directors and stockholders in order to authorize the Company to enter into this Agreement, and to issue the Convertible Note at the Closing, has been taken or will be taken prior to the Closing. All action on the part of the officers of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be performed as of the Closing, and the issuance and delivery of the Convertible Note has been taken or will be taken prior to the Closing.

(I) The Company operates its business in compliance with applicable law and has all necessary regulatory permits to conduct its business as conducted and as planned to be conducted.

(m) No event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that has not been publicly announced, and could have a material adverse effect on the Purchaser’s investment hereunder or could cause the Company to have a Material Adverse Effect. The Company warrants that there is no legal proceeding and is not subject to any pending, or to its knowledge, threatened, legal proceedings against or affecting it, its business, assets, or property, and to the Company’s knowledge there are no grounds on which any legal proceeding could be brought against or affecting it, its business, assets, or property. As used in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any Subsidiary, individually or taken as a whole, (ii) the transactions contemplated hereby or any other agreements or instruments to be entered into in connection herewith or therewith or (iii) the authority or ability of the Company or any of its Subsidiaries to perform any of their respective obligations under the Agreement. “Subsidiaries” means any entity in which the Company, directly or indirectly, controls or operates all or any part of the business, operations or administration of such entity, and each of the foregoing, is individually referred to herein as a “Subsidiary”.

(n) Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under its Articles of Incorporation, or their organizational charter, certificate of formation, memorandum of association, articles of association, Articles of Incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for possible violations which could not, individually or in the aggregate, have a Material Adverse Effect.

(o) On the Closing Date, all stock transfer or other taxes (other than income or similar taxes) which are required to be paid in connection with the issuance, sale and transfer of the Shares to be sold to the Purchaser hereunder will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.

(p) Neither the Company nor any of its Subsidiaries nor, to the best of the Company’s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors, employees, agents or other representatives of the Company or any of its Subsidiaries or any other business entity or enterprise with which the Company or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable law,

(i) as a kickback or bribe to any person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive public office except for personal political contributions not involving the direct or indirect use of funds of the Company or any of its Subsidiaries.

(q) The Company and its Subsidiaries are in material compliance with, and have not previously violated, the USA Patriot Act of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.

(r) The foregoing representations, warranties and acknowledgments are true and accurate as of the date hereof. The Company agrees to indemnify and hold harmless the Purchaser and their affiliates, officers, members, managers, partners, agents and attorneys from any and all claims, actions, causes of action, judgments, damages, losses or costs (including, without limitation, reasonable attorneys’ fees incurred in connection therewith or in defense thereof) of any nature whatsoever arising from, related to, or incurred as a result of the breach, or alleged breach, of any representation, warranty or covenant contained in this Agreement or in any other document executed by the Company in connection with this investment.

2.2 Representations and Warranties of the Purchaser. The Purchaser hereby makes the following representations and warranties to the Company, each of which shall be true and complete on the Closing Date:

(a) This Agreement has been duly and validly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect that affect creditors’ rights generally, and by legal and equitable limitations on the availability of specific remedies.

(b) The Purchaser is acquiring any Shares solely for its own account for working capital and investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. The Purchaser acknowledges that the Shares are not registered under the 1933 Act, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the 1933 Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

(c) The Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

2.3 Conditions to the Purchasers’ Obligations at Closing. The obligations of the Purchaser to purchase the Convertible Note at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived.

(a) Representations and Warranties. The representations and warranties of the Company contained in Section 2.1 shall be true and correct in all respects as of the Closing.

(b) Performance. The Company shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before the Closing.

2.4 Conditions of the Company’s Obligations at Closing. The obligations of the Company to sell the Convertible Note to the Purchaser at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

(a) Representations and Warranties. The representations and warranties of the Purchaser contained in Section 2.2 shall be true and correct in all respects as of the Closing.

(b) Performance. The Purchaser shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by them on or before the Closing.

3. COVENANTS

3.1 Financial Covenant. The Company agrees that it sha11 not incur any unnecessary additional debt or liability during the term of this Agreement.

3.2 Corporate Opportunity. The Company hereby agrees that notwithstanding anything expressed or implied herein to the contrary, the Purchaser and his affiliates (including but not limited to any company or other enterprise which the Purchaser is an officer, director or direct or indirect stockholder of), as well as such affiliates’ owners, officers, directors, and employees may engage in or possess interests in other business ventures of any kind and description (including but not limited to business ventures which may compete with the Company), independently or with others, for their own accounts; the fact that the Purchaser and his affiliates, and their owners, officers, directors, and employees may avail itself of any opportunities, either by itself or with other persons, and not offer such opportunities to the Company, shall not subject Purchaser and its affiliates, and their owners, officers, directors, and employees to liability to the Company or to any stockholder thereof on account of a lost Company opportunity; and the Company shall not have any right by virtue of this Agreement in or to any such opportunities described above or to the income or profits derived therefrom, and the pursuit of such opportunities, even though competitive with the Company, shall not be deemed wrongful or improper or in violation of this Agreement. The Company agrees to execute and deliver such waiver, or to adopt such policies and procedures, to the fullest extent of the applicable law, as may be necessary to effectuate the intent hereof. This Section 3.2 shall apply regardless of any additional ownership in the Company which the Purchaser may subsequently acquire.

3.3 Right of First Offer. In addition to, and not by way of limitation to those rights set forth in Section 3.3 above, and subject to the terms and conditions of this Agreement and applicable law, the Parties hereby agree as follows:

(a) If the Company proposes to offer or sell any equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities in the Company (the “New Securities”), the Company shall first offer such New Securities to the Purchaser. The Company shall give notice (the “Offer Notice”) to the Purchaser stating (i) its bona fide intention to offer such New Securities; (ii) the number of such New Securities to be offered and (iii) the price and terms, if any, upon which it proposes to offer such New Securities.

(b) By notification to the Company within thirty (30) days after the Offer Notice is given, the Purchaser may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, the New Securities. Such New Securities, if acquired, would be in addition to those the Purchaser is entitled to receive pursuant to Section 3.3 hereof.

3.4 Tag Along Right. In the event the Company receives an offer from a third party to sell, merge, exchange, consolidate, transfer or otherwise dispose of shares in the Company (the “Third Party Offer”) the Company shall immediately notify the Purchaser of the offer. If the Purchaser wishes to sell its shares of the Company to the third party on the same terms and condition as contained in the Third Party Offer, then the Company shall not be entitled to sell, merge, exchange, consolidate, transfer or otherwise dispose of shares of the Company unless the third party purchases the Purchaser’s shares in the Company at the same time, and on the same terms and conditions. The Purchaser retains all right to decline to sell to the third party.

3.5 Piggyback Registration Rights. The Company shall include on the next registration statement the Company files with SEC (or on the subsequent registration statement if such registration statement is withdrawn) the Shares and any other shares of the common stock of the Company held by the Purchaser as of such date (the “Registrable Securities”). Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to keep such registration statement continuously effective under the 1933 Act until the first to occur of: (A) the date that is one (I) year from the date the registration statement is declared effective by the SEC and (B) the date that all Registrable Securities covered by such registration statement have been sold. Notwithstanding the registration obligations set forth in this Section, if the Company is unable to register all of the Registrable Securities on a single registration statement due to applicable law or regulation, the Company agrees to promptly inform Purchaser and use its commercially reasonable efforts to file amendments to any registration statement as required by the SEC, covering the maximum number of Registrable Securities permitted to be registered by the SEC, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering. The Purchaser shall hold the registration rights set forth herein for as long as they remain a shareholder, or holder of any warrants, of the Company.

3.6 Legends. The Purchaser understands that the Shares will be issued pursuant to an exemption from registration or qualification under the 1933 Act and applicable state securities laws, and except as set forth below, such Shares shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order ay be placed against transfer of such stock certificates

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE BOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Certificates evidencing such Shares shall not be required to contain the legend set forth above or any other legend (i) while a registration statement covering the resale of such Shares is effective under the 1933 Act, (ii) following any sale of such Shares pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (iii) if such Shares are eligible to be sold, assigned or transferred under Rule 144 (provided that the Purchaser provides the Company with reasonable assurances that such Shares are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of the Purchaser’s counsel), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that the Purchaser provides the Company with an opinion ofcounsel to the Purchaser, in a generally acceptable form, to the effect that such sale, assignment or transfer of such Shares may be made without registration under the applicable requirements of the 1933 Act or (v) if such legend is not required under applicable requirements of the 1933 Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the SEC). If a legend is not required pursuant to the foregoing, the Company shall no later than three (3) business days (or such earlier date as required pursuant to the Securities Exchange Act of 1934 or other applicable law, rule or regulation for the settlement of a trade initiated on the date the Purchaser delivers such legended certificate representing such Shares to the Company) following the delivery by the Purchaser to the Company or the transfer agent (with notice to the Company) ofa legended certificate representing such Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from the Purchaser as may be required above in this Section, as directed by the Purchaser, either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated Securities Transfer Program and such Shares are DTC eligible, credit the aggregate number of shares of Common Stock to which the Purchaser shall be entitled to the Purchaser’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the Purchaser, a certificate representing such Shares that is free from all restrictive and other legends, registered in the name of the Purchaser or its designee. The Company shall be responsible for any transfer agent fees or DTC fees with respect to any issuance of Shares or the removal of any legends with respect to any Shares in accordance herewith.

4. MISCELLANEOUS

4.1 Entire Agreement. The Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior negotiations, commitment, agreements and understandings, oral or written, which shall have no further force or effect, and the Parties to any such other negotiation, commitment, agreements and writing shall have no further rights or obligations thereunder.

4.2 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

4.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any applicable law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect.

4.4 Further Assurances; Due Diligence. The Company shall execute and deliver such other certificates, instruments and documents as may be required to carry out the intent and accomplish the purposes of this Agreement and consummation of the transaction(s) contemplated hereby.

4.5 Amendments; Waivers. No provision ofthis Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by the Parties or, in the case of a waiver, by the Party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either Party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

4.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party hereto.

4.7 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the Parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

4.8 Governing Law and Jurisdiction. All questions concerning the construction, validity, enforcement, interpretation and termination of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts oflaw thereof. The Parties irrevocably attorn to the jurisdiction of the courts of the State of Delaware for any actions or proceedings arising out of or relating to the enforcement of this Agreement.

4.9 Arbitration. Any controversy or claim arising out of or relating to this Agreement, or any breach of this Agreement, will be settled by arbitration in the State of Delaware, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Any decision made pursuant to such arbitration will be binding on the Parties and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

4.10 Fees. Each Party shall bear its own costs and expenses, including attorneys’ fees, in relation to this Agreement.

4.11 Counterparts. This Agreement may be executed in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and same agreement. Delivery of an executed counterpart of a signature page to this Agreement by photocopy, facsimile or scanned and transmitted via electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement and fully binding on the Parties to the same extent as original signatures.

4.12 Notices. All notices to any Party required or permitted hereunder shall be in writing and shall be sent to the physical address or email address set forth for such Party as follows:

To the Company:

Sharing Services Global Corporation

5200 Tennyson Parkway, Suite 400, Plano,

Texas 75024

Attention: John “JT’ Thatch Email: jt@shrginc.com

To the Purchaser:

HWH International Inc.

Attn: Chan Heng Fai Ambrose

Address: 9 Temasek Boulevard #16-04, Suntec Tower Two, Singapore 038989

Email: fai@alsetinternational.com

Any such notice shall be deemed effectively given (i) upon personal delivery to the Party to be notified; (ii) when sent by confirmed electronic transmission or facsimile if sent during normal business hours of the recipient, if not, then on the next business day; (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a recognized national overnight courier, specifying next day delivery, or two days after deposit with a recognized international overnight courier, specifying two day delivery, in each case with written verification of receipt.

4.13 Construction of Agreement. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the Party causing this Agreement to be drafted.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

	Signed by the Company:

	Sharing Services Global Corporation

	By:	/s/ John “JT” Tatch
	Name:	John “JT”
	Title:	Chief Executive Officer

	Signed by the Purchaser:

	HWH International Inc.

	By:	/s/ Chan Heng Fai Ambrose
	Name:	Chan Heng Fai Ambrose
	Title:	Executive Chairman

[Signature Page to Securities Purchase Agreement]

EXHIBIT A

CONVERTIBLE NOTE

Cover	Aug. 13, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 13, 2024
Entity File Number	000-55997
Entity Registrant Name	SHARING SERVICES GLOBAL CORPORATION
Entity Central Index Key	0001644488
Entity Tax Identification Number	30-0869786
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5200 Tennyson Parkway
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Plano
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75024
City Area Code	(469)
Local Phone Number	304-9400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false