SHARING SERVICES GLOBAL CORP : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Definitive Material Agreement.

As previously reported on the Annual Report on Form 10-K that was filed with the Securities and Exchange Commission (the "SEC") on June 21, 2022, on June 15, 2022 (the "Issuance Date"), the Company together with DSS, Inc. and Decentralized Sharing Systems, Inc. ("DSSI"), entered into an agreement pursuant to which the Company issued: (a) a two-year Convertible, Advancing Promissory Note in the principal amount of $27.0 million (the "2022 Note") in favor of DSSI and (b) a detachable Warrant to purchase up to 818,181,819 shares of the Company's Class A Common Stock at the exercise price of $0.033 per share. The 2022 Note held interest at the annual rate of 8% and was due and payable on demand or, if no demand, on May 1, 2024.

As previously reported on the Current Report on Form 8-K that was filed with the SEC on March 29, 2023, on February 28, 2023, the Company and DSSI, entered into a letter agreement for mutual settlement of the interest accrued on the 2022 Note, between the Issuance Date through and including December 31, 2022. The Company issued to DSSI 26,285,714 shares of the Company's Common Stock, in lieu of cash payment to satisfy the interest accrued between Issuance Date through and including December 31, 2022.

On April 17, 2023, the Company and DSSI, mutually agreed in a subsequent Letter Agreement (the "Second DSSI Letter Agreement") to a mutual settlement of the interest accrued on the 2022 Note between January 1, 2023 through and including March 31, 2023. In accordance with the Second DSSI Letter Agreement, the Company agreed to issue 28,877,005 shares of the Company's Common Stock, at a price per share of $0.0187 in lieu of cash payment to satisfy the accrued and unpaid interest between January 1, 2023, through and including March 31, 2023, equal to $540,000 owed to DSSI under the Second DSSI Letter Agreement.

The information set forth above is qualified in its entirety by reference to the Second DSSI Letter Agreement attached hereto as Exhibit 10.1 which is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit
Number         Description

10.1             Letter Agreement dated April 17, 2023, by and between Sharing
               Services Global Corporation and Decentralized Sharing Systems,
               Inc.

104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document)




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