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~~September 135, 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 13.~~01.~~03 ~~Entry~~Material ~~into~~Modification ato ~~Material~~Rights ~~Definitive~~of ~~Agreement~~Security Holders.

OnTo ~~August 13, 2024, Sharing Services Global Corporation (~~the ~~“Company”)~~extent ~~entered~~required ~~into~~by aItem ~~securities purchase agreement with HWH International Inc~~3.,03 aof ~~Delaware~~this ~~corporation~~Current ~~(“HWH”)~~Report ~~pursuant~~on toForm ~~which~~8-K ~~it issued and sold to HWH a convertible promissory note for an aggregate principal amount of $100,000~~ (~~the~~this “~~HWH August Note~~Report”) ~~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~~information ofcontained ~~the holder may be convertible into shares of Common Stock. The HWH August Note bears interest at 8% per annum, paid quarterly~~ in ~~cash~~Item ~~or at the option of the holder, shares of~~5.03 ~~Common Stock~~ of ~~the~~this ~~Company.~~Report ~~The maturity date and related accrued interest~~ is ~~the~~incorporated ~~earliest~~herein ofby (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 Notereference. 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~~Item ~~foregoing~~5.03 ~~summaries~~Amendments ~~do not purport~~ to beArticles ~~complete and are qualified in their entirety by reference to the full texts~~ of ~~the~~Incorproation ~~HWH~~or ~~Note and~~Bylaws; ~~the~~Change ~~HWH~~in ~~SPA,~~Fiscal ~~(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.~~Year

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

~~The~~On ~~applicable~~September ~~information~~12, ~~set~~2024, ~~forth~~the inCompany ~~Item~~received notice from the Financial Industry Regulatory Authority (“FINRA”) that it had announced the effectiveness of our 1~~.01~~,400-to-1 reverse stock split of the ~~this~~issued ~~Form~~and ~~8-K~~outstanding ~~with~~shares ~~respect~~of tocommon stock (the ~~Transaction~~“Reverse ~~Documents~~Split”), ison ~~incorporated~~FINRA’s ~~herein~~daily bylist. ~~reference~~The Reverse Split became effective at the open of market on September 13, 2024 (“Market Effective Date”).

~~Item~~As 3a result of the Reverse Split, every one thousand four hundred (1,400) shares of the issued and outstanding common stock of the Company were converted into one (1) share of common stock.02 All fractional shares created by the Reverse Split have been rounded up to the nearest whole share. ~~Unregistered~~Each ~~Sales~~shareholder received at least one share. The Reverse Split does not affect the total number of ~~Equity~~shares ~~Securities~~of capital stock, including the Common Stock, that the Company is authorized to issue, or the par value of the Common Stock, which shall remain as set forth in the Articles of Incorporation. Certain of the Company’s outstanding securities, pursuant to which shares of Common Stock are issuable, will be adjusted as a result of the Reverse Split, as required by the terms of such securities. The Company’s shares will continue to trade on the OTC Marketplace under the symbol “SHRG” with the letter “D” appended as the ticker symbol’s fifth character for 20 business days after the Market Effective Date.

~~The~~No ~~information~~action ~~contained~~is inrequired ~~Item~~from ~~1.01~~current ofstockholders ~~this~~in ~~Current~~relation ~~Report~~to onthe ~~Form~~Reverse ~~8-K~~Split. In connection with ~~respect~~the toReverse Split, the ~~Transaction~~Company’s CUSIP ~~Documents~~has isalso ~~incorporated~~changed ~~herein by~~to ~~reference~~81953103. ~~The~~Immediately ~~Registrable~~prior ~~Securities~~to ~~will~~the beReverse ~~issued~~Split, ~~without~~the ~~prior~~Company ~~registration~~had in376,328,885 ~~reliance~~shares ~~upon~~of ~~the~~Common ~~exemption~~Stock ~~from~~issued and ~~registration~~outstanding. ~~provided by~~Immediately ~~Section~~following ~~4(a)(2)~~the Market Effective Date of the ~~Securities~~Reverse ~~Act~~Split, ~~and~~the ~~Rule~~Company ~~506(b)~~has 269,214 shares of ~~Regulation~~Common DStock issued ~~thereunder~~and outstanding.

The Reverse Split was approved by the Company’s Board of Directors on September 26, 2023, and was approved by the Company’s majority stockholders holding approximately 53.5% of the issued and outstanding common stock on October 30, 2023.

On September 5, 2024, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment to our Articles of Incorporation to reflect the Reverse Split (See Exhibit 3.1).

The foregoing summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 to this Report and is incorporated herein by reference.

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
3.1		Certificate of Amendment to the Articles of Incorporation
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
Date: September 17, 2024	SHARING SERVICES GLOBAL CORPORATION
	By:	/s/ John Thatch
	Name:	John Thatch
	Title:	Chief Executive Officer and
		Vice Chairman of the Board of Directors

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