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 and Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1225, 2024

Commission File Number 000-55089

AUTO PARTS 4LESS GROUP, INC.

(Exact name of small business issuer as specified in its charter)

Nevada		90-1494749
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

106 W. Mayflower, North Las Vegas, NV 89030

(Address of principal executive offices)

(702) 267-6100

(Issuer’s telephone number)

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 Instructions 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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Not applicable.

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 1225, 2024, Auto Parts 4 Less Group, Inc., a Nevada corporation (the “Company”), entered into anStandstill ~~Exchange~~Agreements ~~Agreement~~with ~~(the~~Bigger ~~“Brown Agreement”)~~Capital ~~with~~Fund, ~~Robert J. Brown (“Brown”). Pursuant to the Brown Agreement~~LP, ~~the~~Cavalry ~~Company~~Fund ~~issued a total of 46~~I,~~145,000~~ ~~shares~~LP ofand ~~common~~District ~~stock~~2 inCapital ~~exchange~~Fund ~~for~~LP. aOn ~~total~~April of2, ~~$461~~2024,~~450~~ ~~of indebtedness owed to Brown by~~ the Company, ~~which~~entered ~~was,~~into ata ~~the closing~~Standstill ~~of the Brown~~ Agreement, ~~deemed~~with ~~for~~AJB ~~all~~Capital ~~corporate~~Investments ~~purposes to have been cancelled~~LLC. On ItApril is4, ~~expected~~2024, ~~that~~ the Company ~~will,~~entered ininto ~~its Quarterly~~a ~~Report~~Standstill onAgreement ~~Form~~with ~~10-Q~~COVE ~~for~~Funding, ~~the period ended March 31~~LP, ~~2024~~collectively, ~~report~~the “Standstill ~~a gain on cancellation of indebtedness of approximately $461,450~~Agreements”.

The foregoing ~~description~~descriptions of the ~~Brown~~Standstill ~~Agreement~~Agreements ~~does~~do not purport to be complete and isare qualified in ~~its~~their entirety by reference to the full text of the ~~Brown~~Standstill ~~Agreement~~Agreements, acopies ~~copy~~ of which isare filed as ~~Exhibit~~Exhibits 10.1 through 10.5 to this Current Report on Form 8-K and incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.

The issuance and sale of shares of Company common stock pursuant to the Brown Agreement is made without registration under the Securities Act of 1933, as amended (the “Act”), or the securities laws of the applicable state, in reliance on the exemptions provided by Section 4(a)(2) of the Act and Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state law, based on the offering of such securities to one investor, the lack of any general solicitation or advertising in connection with such issuance, the representations of Brown to the Company that, among others, was an accredited investor (as that term is defined in Rule 501(a) of Regulation D), and that it was purchasing the securities for its own account and without a view to distribute such securities.

Item 7.01 Regulation FD Disclosure.

On ~~March~~April 188, 2024, the Company issued a press release announcing itsignificant ~~continues to strengthen its balance sheet with additional~~ debt ~~conversion~~standstill agreements. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The furnishing of the press release is not an admission as to the materiality of any information therein. The information contained in the press release is summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.

The information in this Item 7.01 of this Current Report on Form 8-K and the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the press release shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description of Exhibit
10.1*		~~Exchange~~Standstill Agreement dated March 25, 2024 between the Company and ~~Robert~~Bigger J.Capital ~~Brown~~Fund, LP
99.1*		Press release dated March 18, 2024
10.2*		Standstill Agreement dated March 25, 2024 between the Company and Cavalry Fund I, LP
10.3*		Standstill Agreement dated March 25, 2024 between the Company and District 2 Capital Fund LP
10.4*		Standstill Agreement dated April 2, 2024 between the Company and AJB Capital Investments LLC
10.5*		Standstill Agreement dated April 4, 2024 between the Company and COVE Funding, LP
99.1*		Press release dated April 8, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

_______

* Filed herewith.

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SIGNATURES

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

	Auto Parts 4Less Group, Inc.
Date: March 18, 2024	By:	/s/ Christopher Davenport
Date: April 8, 2024	By:	/s/ Christopher Davenport
		Christopher Davenport, Chief Executive Officer

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