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 31, 2023

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.

Exchange Agreement

Effective August 31, 2023, Sharing Services Global Corporation (the “Company”), entered into an Exchange Agreement (the “Exchange Agreement”) with Decentralized Sharing System, Inc. (“DSSI”), pursuant to which, DSSI agreed to cancel the obligations of the Company under that certain promissory note, dated June 15, 2022, between the Company and DSSI (the “Note”), including the aggregate principal amount of the Note, together with unpaid interest of $26,169,367.33 in exchange for 26,000 shares of the Company’s Series D Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”, and such transaction, the “Exchange”). The Exchange was consummated on August 31, 2023.

The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Series D Preferred Stock

The Series D Preferred Stock consists of 26,000 shares. From the first date of issuance of any Series D Preferred Stock, each Holder of the Series D Preferred Stock (each a “Holder”) shall be entitled to receive cumulative dividends be paid by the Company in cash at the rate of twenty-five percent (25%) per annum of the operating income of the Company, before other dividends and bonuses from the date of the first issuance of any shares of the Series D Preferred Stock. Accrued and unpaid dividends shall be payable in cash commencing on August 31, 2024 and continuing each annual anniversary of such date until the redemption of the Series D Preferred Stock or the Company’s satisfaction of its obligations to DSSI.

The Holders may redeem the whole or any part of the outstanding Series D Preferred Stock starting September 1, 2028. Any such redemption shall be pro rata with respect to all Holders. Upon redemption, the Company shall pay for each share redeemed the amount of (a) $1,000 per share, payable in cash, and (b) any unpaid accumulated dividends of the Series D Preferred Stock. Such redemption may be in part or in whole.

So long as the Series D Preferred Stock is outstanding, a majority of Holders (owning fifty percent (50%) or more) of Preferred D Stock will be entitled to designate individuals to the board of directors of the Company (the “Board”) as necessary to maintain a ratio of at least 28.5% of the filled Board seats, subject to confirmation by the Board, to fill any vacancy in such Board seats and to remove and replace any individuals designated to fill such Board seats. Without the prior written consent of the holders of fifty percent (50%) or more of the outstanding shares of the Series D Preferred Stock, the Company shall not (i) authorize or issue additional or other capital stock that is of junior, equal or greater rank to the shares of the Series D Preferred Stock in respect of the preferences as to distributions and payments upon the liquidation, dissolution and winding up of the Company, (ii) amend, alter, change or repeal any of the powers, designations, preferences and rights of the Series D Preferred Stock, and (iii) directly or indirectly declare, pay or make any dividends or other distributions upon any of the Common Stock, if any shares of the Series D Preferred Stock are outstanding.

The foregoing description of the Series D Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Designation, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the issuance of an aggregate of 26,000 shares of Series D Preferred Stock is incorporated herein by reference. The issuance of the Series D Preferred Stock was not registered under the U.S. Securities Act of 1933, as amended (the “Act”) or any state securities law, and such issuance was undertaken in reliance upon the exemption from the registration requirements of the Act, pursuant to Section 3(a)(9).

Item 3.03 Material Modifications to Rights of Security Holders.

The information set forth under Item 1.01 above and Item 5.03 below with respect to the Series D Preferred Stock is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under Item 1.01 with respect to the Series D Preferred Stock is incorporated herein by reference. In connection with the closing of the Exchange described under Item 1.01 above, on August 31, 2023 the Company filed with the Secretary of State of the State of Nevada the Certificate of Designation, which became effective on August 31, 2023.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
3.1		Certificate of Designation of Series D Preferred Stock, dated August 31, 2023
10.1		Exchange Agreement between Sharing Services Global Corporation and Decentralized Sharing System, Inc., dated August 31, 2023

SIGNATURES

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

Date: September 5, 2023	SHARING SERVICES GLOBAL CORPORATION

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

Exhibit 3.1

Certificate of Designation

Series D Preferred Stock

Sharing Services Global Corporation

Pursuant to NRS 78.195 and 78.1955 this Nevada Profit Corporation adopts this Certificate of Designation for Series D Preferred Stock:

There is hereby designated a Series D Preferred Stock, pursuant to NRS 78.1955.

ARTICLE I. 1. Name of Corporation: Sharing Services Global Corporation

ARTICLE II. By resolution of the board of directors (the “Board”) pursuant to a provision in the articles of incorporation, this Certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock:

Series D Preferred Stock, $0.0001 par value per share, to consist of twenty-six thousand (26,000) shares:

1. Dividends. From and after the first date of issuance of any Series D Preferred Stock each Holder of Series D Preferred Stock shall be entitled to receive dividends, which dividends shall be paid by the Corporation out of funds legally available therefor, payable, subject to the conditions and other terms hereof, in cash valued at the rate of twenty-five percent (25%) per annum of the operating income of the Corporation, before other dividends and bonuses from the date of the first issuance of any shares of the Series D Preferred Stock (the “Initial Issuance Date”), which shall be cumulative and shall continue to accrue whether or not declared and whether or not in any fiscal year there shall be operating income or surplus available for the payment of dividends in such fiscal year. Dividends on the Series D Preferred Stock shall commence accumulating on the Initial Issuance Date and shall be computed on the basis of a 360-day year and twelve 30-day months. Accrued and unpaid dividends shall be payable in cash commencing on August 31, 2024 and continuing each annual anniversary of such date until the redemption of the Series D Preferred Stock or the Corporation’s satisfaction in full of its obligations hereunder.

2. Redemption Rights. Subject to the applicable provisions of Nevada law, the Corporation, the stockholders of the Series D Preferred Stock may redeem the whole or any part of the outstanding Series D Preferred Stock starting in September 1, 2028. Any such redemption shall be pro rata with respect to all of the holders of the Series D Preferred Stock. Upon redemption, the Corporation shall pay for each share redeemed the amount of (a) $1,000 per share, payable in cash, the redemption amount being referred to as the “Redemption Price”, and (b) any unpaid accumulated Preferred D dividends. Such redemption may be in part or in whole.

At least 30 days previous notice by mail, postage prepaid, shall be given to the holders of record of the Series D Preferred Stock to be redeemed, such notice to be addressed to each such stockholder at the address of such holder appearing on the books of the Corporation or given by such holder to the Corporation for the purpose of notice, or if no such address appears or is given, at the place where the principal office of the Corporation is located. Such notice shall state the date fixed for redemption and the redemption price and shall call upon the holder to surrender to the Corporation on said date at the place designated in the notice such holder’s certificate or certificates representing the shares to be redeemed. On or after the date fixed for redemption and stated in such notice, each bolder of Series D Preferred Stock called for redemption shall surrender the certificate evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive payment of the redemption price. If less than all the shares represented by any such surrendered certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. If such notice of redemption shall have been duly given, and if on the date fixed for redemption funds necessary for the redemption shall be available therefore, notwithstanding that the certificates evidencing any Series D Preferred Stock called for redemption shall not have been surrendered, the dividends with respect to the shares so called for redemption shall forthwith after such date cease and determine, except only the right of the holders to receive the redemption price without interest upon surrender of their certificates thereof.

If, on or prior to any date fixed for redemption of Series D Preferred Stock, the Corporation deposits, with any bank or trust company as a trust fund, a sum sufficient to redeem, on the date fixed for redemption thereof, the shares called for redemption, with irrevocable instructions and authority to the bank or trust company to give the notice of redemption thereof (or to complete the giving of such notice if theretofore commenced) and to pay, or deliver, on or after the date fixed for redemption or prior thereto, the redemption price of the shares to their respective holders upon the surrender of their share certificates, then from and after the date of the deposit (although prior to the date fixed for redemption), the shares so called shall be redeemed and any dividends on those shares shall cease to accrue after the date fixed for redemption. The deposit shall constitute full payment of the shares to their holders, and from and after the date of the deposit the shares shall no longer be outstanding and the holders thereof shall cease to be stockholders with respect to such shares, and shall have no rights with respect thereto except the right to receive from the bank or trust company payment of the redemption price of the shares without interest, upon the surrender of their certificates thereof. Any interest accrued on any funds so deposited shall be the property of, and paid to, the Corporation. If the holders of Series D Preferred Stock so called for redemption shall not, at the end of [six] years from the date fixed for redemption thereof, have claimed any funds so deposited, such bank or trust company shall thereupon pay over to the Corporation such unclaimed funds, and such bank or trust company shall thereafter be relieved of all responsibility in respect thereof to such holders and such holders shall look only to the Corporation for payment of the redemption price.

3. Board Designation Rights. So long as Series D Preferred Stock is outstanding, a majority of holders (owning fifty percent (50%) or more) of Preferred D Stock will be entitled to designate individuals to the Board as necessary to maintain a ratio of at least 28.5% of the filled Board seats, subject to confirmation by the Board, to fill any vacancy in such Board seats and to remove and replace any individuals designated to fill such Board seats. Such additional directors shall have all voting and other rights (including for purposes of determining the existence of a quorum) as the other individuals serving on the Board. Upon the termination of the Series D Preferred Stock, the term of office on the Board of all individuals who may have been designated as directors hereunder shall cease (and such individuals shall promptly resign from the Board.

4. Reissuance of Certificates. In the event of a redemption of less than all of the shares of the Series D Preferred Stock represented by a particular Preferred Stock Certificate, the Corporation shall promptly cause to be issued and delivered to the holder of such Series D Preferred Stock a new Series D Preferred Stock Certificate representing the remaining shares of the Series D Preferred Stock which were not corrected.

5. Preferred Status. Without the prior written consent of the holders of fifty percent (50%) or more of the outstanding shares of the Series D Preferred Stock, the Corporation shall not hereafter authorize or issue additional or other capital stock that is of junior, equal or greater rank to the shares of the Series D Preferred Stock in respect of the preferences as to distributions and payments upon the liquidation, dissolution and winding up of the Corporation described above.

6. Restriction on Dividends. If any shares of the Series D Preferred Stock are outstanding, the Corporation shall not, without the prior written consent of the holders of fifty percent (50%) or more of the then outstanding shares of the Series D Preferred Stock, directly or indirectly declare, pay or make any dividends or other distributions upon any of the Common Stock.

7. Vote to Change the Terms of the Series D Preferred Stock. Without the prior written consent of the holders of or fifty percent (50%) or more of the outstanding shares of the Series D Preferred Stock, the Corporation shall not amend, alter, change or repeal any of the powers, designations, preferences and rights of the Series D Preferred Stock.

8. Lost or Stolen Certificates. Upon receipt by the Corporation of evidence satisfactory to the Corporation of the loss, theft, destruction or mutilation of any Preferred Stock Certificates representing shares of the Series D Preferred Stock, and, in the case of loss, theft or destruction, of any indemnification undertaking or bond, in the Corporation’s discretion, by the holder to the Corporation and, in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Corporation shall execute and deliver new Series D Preferred Stock Certificate(s) of like tenor and date.

9. This Agreement is to be construed and enforced in accordance with and shall be governed by the laws of the State of Nevada applicable to contracts executed in and to be fully performed in that state.

Dated: August 31, 2023

Exhibit 10.1

DEBT EXCHANGE AGREEMENT

THIS DEBT EXCHANGE AGREEMENT (this “Agreement”) is effective as of August 31, 2023 by and among Sharing Services Global Corporation, a Nevada Corporation (the “Issuer”) and Decentralized Sharing System, Inc., a Nevada corporation (the “Investor”).

RECITALS

A. The Investor has heretofore made a loan to the Issuer pursuant to that certain Promissory Note, made by the Issuer in favor of the Investor, dated June 15, 2022 (the “Note”);

B. The Issuer desires to cause the Note to be repaid, and the obligations of the Issuer represented thereby to be cancelled, by exchanging 26,000 shares of Series D Preferred Stock, $0.0001 par value per share (the “Preferred Stock”) of the Issuer for the Note, as set forth herein;

C. The Investor desires to accept shares of the Preferred Stock in exchange for the satisfaction and cancellation of the Note; and

D. The Issuer and the Investor are entering into this Agreement to set forth the terms and conditions applicable to the exchange of the Note for shares of Preferred Stock;

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged by the parties hereto, the parties hereby agree as follows:

Article 1

EXCHANGE OF STOCK AND DEBT SECURITIES

1.1 Exchange.

(a) The Investor hereby agrees, subject to the terms and conditions set forth herein, to exchange the aggregate principal amount of the Note together with all unpaid interest, totaling $26,169,367.33, as of the effective date of this Agreement, for shares of the Preferred Stock (the “Exchange Shares”) (such exchange the “Debt Exchange”).

(b) Subject to the terms and conditions of this Agreement, the consummation of the Debt Exchange shall take place at the principal offices of the Company (the “Closing”), or at such other time, date or place as the parties hereto may mutually agree upon. At the Closing, the Investor shall deliver the Note for cancellation and the Issuer shall deliver to the Investor certificates representing the Exchange Shares.

(c) The Exchange Shares will be issued in full satisfaction and payment of the Note, and from and after the consummation of the Debt Exchange the Note shall represent solely the right to receive the Exchange Shares. In the event that as a result of the Debt Exchange, fractional shares of Preferred Stock would be required to be issued, such fractional shares shall be rounded up or down to the nearest whole share. The Issuer shall pay any documentary, stamp or similar issue or transfer tax due with respect to the Debt Exchange.

1.2 Legend. Any certificate or certificates representing the Preferred Shares (or any part thereof) will bear the following legend, together with any and all other legends as may be required pursuant to applicable law (and the Issuer may issue appropriate corresponding stop transfer instructions to any transfer agent for any of such securities):

“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state law and may not be transferred, sold or otherwise disposed of unless registered under such act and applicable state laws or unless an exemption from the registration requirements under such act or applicable state law requirements is available.”

Such legend and the stop transfer instructions shall be removed and the Issuer shall issue a certificate representing such securities without such legend to the holder thereof if (i) such securities are registered under the Securities Act of 1933, or (ii) if such securities are sold pursuant to Rule 144 under the Securities Act of 1933, or (iii) if such securities are eligible for transfer under Rule 144(k) under the Securities Act of 1933, and, in the case of (ii) or (iii), when the Investor has furnished to the Issuer evidence to such effect that Issuer finds reasonably satisfactory which may include, without limitation, an opinion of counsel reasonably acceptable to issuer (as to form and substance and counsel).

Article 2

REPRESENTATIONS AND WARRANTIES OF THE ISSUER

The Issuer hereby represents and warrants to the Investor that:

2.1 Corporate Status. The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate or other power and authority to carry on its business as now being conducted.

2.2 Capitalization. The authorized capital stock of the Issuer consists (or will consist upon the filing with the Secretary of State of the State of Nevada and effectiveness of the Certificate of Designation creating the Preferred Stock) of 2,200,000,000 shares, consisting of 2,000,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), and 200,000,000 shares of preferred stock, of which 26,000 shares are designated as Series D Preferred Stock. As of the date of this Agreement, 347,451,880 shares of Class A Common Stock are issued and outstanding, no shares of Class B Common Stock or Series B Preferred Stock are issued or outstanding and 3,100,000 shares Series A Preferred Stock; and 3,220,000 shares of its Series C Preferred Stock are issued and outstanding respectively.

2.3 Power and Authority; Binding Agreement. The Issuer has the requisite corporate power and authority to execute and deliver, and when the Certificate of Designation has been adopted and filed with the Secretary of State of the State of Nevada, to perform its obligations under, this Agreement, and the Issuer has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the consummation of the Debt Exchange. This Agreement has been duly executed and delivered by the Issuer and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes the valid and binding agreement of the Issuer enforceable against the Issuer in accordance with its terms.

2.4 Consents and Governmental Approvals. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission, body or authority or any non-governmental self-regulatory agency, commission, body or authority (each a “Governmental Entity”) is required by the Issuer in connection with the execution and delivery of this Agreement by the Issuer or the consummation by the Issuer of the Debt Exchange or the other transactions contemplated by this Agreement, except for the filing of the Certificate of Designation with the Secretary of State of the State of Nevada, and such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, is not reasonably likely to have a material adverse effect on the Issuer.

2.5 Valid Issuance. When issued pursuant to this Agreement in connection with the Debt Exchange, the Exchange Shares will be duly authorized, validly issued, fully paid and nonassessable, and the Investor will receive good title to such shares, free and clear of any liens, claims, security interest or encumbrances.

Article 3

REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

The Investor represents and warrants to the Issuer that:

3.1 Authority. The Investor has all requisite power and authority to execute and deliver, and perform its obligations under, this Agreement. All acts required to be taken by the Investor to enter into this Agreement and consummate the transactions contemplated hereby have been properly taken.

3.2 Title to the Note. The Investor is the record and beneficial holder of the Note, and holds the Note free and clear of all claims, liens, security interests, title defects and objections or any other encumbrances of any kind or nature whatsoever.

3.3 Investment Intent. Investor is acquiring the Exchange Shares being delivered to Investor under this Agreement for its own account and with no present intention of distributing or selling any of them in violation of the Securities Act of 1933 or any applicable state securities law. Investor will not sell or otherwise dispose of any of such Exchange Shares unless such sale or other disposition has been registered or is exempt from registration under the Securities Act of 1933 and has been registered or qualified or is exempt from registration or qualification under applicable state securities laws. Investor understands that the Exchange Shares it is acquiring under this Agreement have not been registered under the Securities Act of 1933 by reason of their contemplated issuance in transactions exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 and that the reliance of the Issuer on this exemption is predicated in part on these representations and warranties of Investor. Investor acknowledges and agrees that a restrictive legend consistent with the foregoing has been or will be placed on the certificates for the Exchange Shares and related stop transfer instructions will be noted in the transfer records of the Issuer and/or its transfer agent for the Exchange Shares, and that such Investor will not be permitted to sell, transfer or assign any of the Exchange Shares acquired hereunder until such Exchange Shares are registered or an exemption from the registration and prospectus delivery requirements of the Securities Act of 1933 is available.

3.4 Investor Status. Investor (i) is either (x) a “Qualified Institutional Buyer” as such term is defined in Rule 144A under the Securities Act of 1933 or (y) an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933; (ii) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investments to be made by it hereunder; (iii) has the ability to bear the economic risks of its investments for an indefinite period of time; and (iv) has sole investment discretion with respect to the Debt Exchange; and (v) has been given an opportunity to obtain such information from the Issuer as Investor deems necessary or appropriate with respect to the Debt Exchange.

Article 4

CONDITIONS

4.1 Issuer’s Conditions. The obligations of the Issuer to consummate the transactions contemplated by this Agreement shall be subject to fulfillment of the following conditions on or prior to the date of Closing:

(a) The representations and warranties of the Investor set forth in Article 3 shall be true and correct on and as of the date of Closing.

(b) All proceedings, corporate or otherwise, required to be taken by the Investor on or prior to the date of Closing in connection with this Agreement, and the Debt Exchange contemplated hereby, shall have been duly and validly taken, and all necessary consents, approvals or authorizations required to be obtained by the Investor on or prior to the Closing shall have been obtained.

(d) The Investor shall have delivered to the Issuer such other documents, certificates or other information as the Issuer or its counsel may reasonably request.

4.2 Investor’s Conditions. The obligations of the Investor to consummate the transaction contemplated by this Agreement shall be subject to fulfillment of the following conditions on or prior to the date of Closing:

(a) The representations and warranties of the Issuer set forth in Article 2 shall be true and correct on and as of the date of Closing.

(b) All proceedings, corporate or otherwise required to be taken by the Issuer on or prior to the date of Closing in connection with this Agreement, and the Debt Exchange contemplated hereby, shall have been duly and validly taken, and all necessary consents, approvals or authorizations required to be obtained by the Issuer on or prior to the Closing shall have been obtained.

(c) A copy of the Certificate of Designation, as filed with, and certified as of a recent date by, the Secretary of State of the State of Nevada, shall have been delivered to the Investor.

(d) The Issuer shall have issued and delivered, or cause to be issued and delivered, to the Investor, stock certificates, registered in the name of the Investor, representing duly authorized, validly issued, fully paid and non-assessable Exchange Shares.

(e) The Issuer shall have delivered to the Investor such other documents, certificates or other information as the Investor or its counsel may reasonably request.

Article 5

MISCELLANEOUS

5.1 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective must be in writing and, unless otherwise expressly provided herein, are deemed to have been duly given or made when delivered by hand or by courier, or by certified mail, or, when transmitted by facsimile and a confirmation of transmission printed by sender’s facsimile machine. A copy of any notice given by facsimile also must be mailed, postage prepaid, to the addressee. Notices to the respective parties hereto must be addressed as follows:

	If to the Investor:	Decentralized Sharing Services, Inc.
		1400 Broadfield, Suite 100
		Houston, Texas 77084
		Attention: Frank D. Heuszel, President

		With a copy to:

		Sichenzia Ross Ference LLP
		1185 Avenue of the Americas, 31^st Floor
		New York, New York 10036
		Attention: Darrin Ocasio, Esq.
		Tel: (212) 930-9700

	If to the Issuer:	Sharing Services Global Corporation 5200 Tennyson Parkway, Suite 400 Plano, Texas 75024
		Attention: John “JT” Thatch, CEO
		Telephone: (469) 304-9400

		With a copy to:

		Sichenzia Ross Ference LLP
		1185 Avenue of the Americas, 31^st Floor New York, New York 10036
		Attention: Darrin Ocasio, Esq.
		Tel: (212) 930-9700

Any party may alter the address to which communications or copies are to be sent by giving notice of the change of address under this Section.

5.2 Headings. The headings in this Agreement are for purposes of reference only and are not to be considered in construing this Agreement.

5.3 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered constitutes an original and all together shall constitute one Agreement.

5.4 Enforceability. If any term or provision of this Agreement, or the application thereof to any person or circumstance, is, to any extent, invalid or unenforceable, the remaining terms and provisions of this Agreement or application to other Persons and circumstances are not invalidated thereby, and each term and provision hereof is to be construed with all other remaining terms and provisions hereof to effect the intent of the parties hereto to the fullest extent permitted by law.

5.5 Law Governing. This Agreement is to be construed and enforced in accordance with and shall be governed by the laws of the State of Nevada applicable to contracts executed in and to be fully performed in that state.

5.6 Confidentiality. Until the Issuer makes a public announcement about the Exchange, the Investor will maintain the confidentiality of the Debt Exchange and the terms of the Debt Exchange.

[Signatures on following page]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year first above written.

Executed on the date(s) acknowledged below to be effective August 31, 2023.

	SHARING SERVICES GLOBAL CORPORATION

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

	DECENTRALIZED SHARING SYSTEMS, INC.

	By:	/s/ Frank D. Heuszel
	Name:	Frank D. Heuszel
	Title:	President

Cover	Aug. 31, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 31, 2023
Current Fiscal Year End Date	--03-31
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