Item 1.01 Entry into a Material Definitive Agreement.
Through a series of Stock Purchase Agreements (the "Purchase Agreements"), the
majority owners of registrant, United States Basketball League, Inc. ("USBL"),
Richard C. Meisenheimer, Daniel T. Meisenheimer, III, James Meisenheimer,
Meisenheimer Capital, Inc. and Spectrum Associates, Inc. (the "Sellers") sold a
total of 2,704,007 shares of USBL's common stock at a per share price of $.065,
2,400,000 shares of USBL's common stock at a per share price of $.10 and
1,105,644 of USBL's preferred stock at a per share price of $.057 for a total
purchase price of $481,066. There were two purchasers of over 5% of the issued
and outstanding shares of USBL's capital stock following these sales, Equity
Markets Advisory which owns 8.29% of the issued and outstanding shares of USBL's
common stock and EROP Enterprises LLC which owns 29.24% of the issued and
outstanding shares of USBL's common stock and 100% of the issued and outstanding
shares of preferred stock. Each share of preferred stock has five votes, is
entitled to a 2% non-cumulative annual dividend and is convertible at any time
into one share of common stock. The foregoing description of the Stock Purchase
Agreements does not purport to be complete and is qualified in its entirety by
reference to the Stock Purchase Agreements with EROP Enterprises LLC which are
filed as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K. World Equity
Markets acted in the capacity of a broker/dealer and was issued 125,000 shares
of common stock for its services.
Item 3.02 Unregistered Sales of Equity Securities.
Effective April 7, 2021, the Sellers sold a total of 2,704,007 shares of USBL's
common stock at a per share price of $.065, 2,400,000 shares of USBL's common
stock at a per share price of $.10 and 1,105,679 of USBL's preferred stock at a
per share price of $.057 for a total purchase price of $481,066. None of the
foregoing transactions involved any underwriters, underwriting discounts or
commissions, or any public offering. We believe the offers, sales and issuances
of the above securities were exempt from registration under the Securities Act
(or Regulation D or Regulation S promulgated thereunder) by virtue of
Section 4(a)(2) of the Securities Act because the issuance of securities to the
recipients did not involve a public offering. The recipients of the securities
in each of these transactions represented their intentions to acquire the
securities for investment only and not with a view to or for sale in connection
with any distribution thereof, and appropriate legends were placed upon the
stock certificates issued in these transactions. All recipients had adequate
access, through their relationships with us, to information about the
registrant. The sales of these securities were made without any general
solicitation or advertising.
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