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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/25/24 Shorepower Technologies Inc. S-1/A 67:12M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment to Registration Statement HTML 1.99M
(General Form)
2: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 17K
Liquidation or Succession
3: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 20K
4: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 17K
5: EX-3.4 Articles of Incorporation/Organization or Bylaws HTML 179K
6: EX-5.1 Opinion of Counsel re: Legality HTML 24K
7: EX-10.1 Material Contract HTML 47K
8: EX-10.2 Material Contract HTML 49K
9: EX-10.7 Material Contract HTML 137K
11: EX-23.1 Consent of Expert or Counsel HTML 18K
12: EX-23.3 Consent of Expert or Counsel HTML 18K
15: EX-FILING FEES Calculation of Registration Fee HTML 22K
13: EX-99.1 Miscellaneous Exhibit HTML 136K
14: EX-99.2 Miscellaneous Exhibit HTML 194K
10: EX-16.1 Letter re: a Change in Accountant HTML 19K
26: R1 Cover HTML 56K
27: R2 Condensed Balance Sheets HTML 146K
28: R3 Condensed Balance Sheets (Parenthetical) HTML 53K
29: R4 Condensed Statements of Operations HTML 111K
30: R5 Condensed Statements of Changes in Stockholders' HTML 138K
Equity (Deficit)
31: R6 Statements of Cash Flows HTML 111K
32: R7 Organization and Description of Business HTML 51K
33: R8 Summary of Significant Accounting Policies HTML 54K
34: R9 Going Concern HTML 25K
35: R10 Related Party Transactions HTML 62K
36: R11 Due to Prior Related Parties HTML 24K
37: R12 Common Stock HTML 41K
38: R13 Preferred Stock HTML 37K
39: R14 Warrants HTML 81K
40: R15 Income Taxes HTML 50K
41: R16 Restatement HTML 54K
42: R17 Subsequent Events HTML 31K
43: R18 Note Receivable HTML 22K
44: R19 Loan Payable HTML 26K
45: R20 Summary of Significant Accounting Policies HTML 84K
(Policies)
46: R21 Warrants (Tables) HTML 71K
47: R22 Income Taxes (Tables) HTML 45K
48: R23 Restatement (Tables) HTML 51K
49: R24 Organization and Description of Business (Details HTML 80K
Narrative)
50: R25 Summary of Significant Accounting Policies HTML 24K
(Details Narrative)
51: R26 Going Concern (Details Narrative) HTML 22K
52: R27 Related Party Transactions (Details Narrative) HTML 200K
53: R28 Due to Prior Related Parties (Details Narrative) HTML 31K
54: R29 Common Stock (Details Narrative) HTML 90K
55: R30 Preferred Stock (Details Narrative) HTML 71K
56: R31 Schedule of Warrant of Fair Value Assumptions HTML 27K
(Details)
57: R32 Schedule of Warrant Activity (Details) HTML 56K
58: R33 Warrants (Details Narrative) HTML 33K
59: R34 Schedule of Deferred Tax Assets and Liabilities HTML 27K
(Details)
60: R35 Schedule of Income Tax Provision (Details) HTML 31K
61: R36 Income Taxes (Details Narrative) HTML 23K
62: R37 Schedule of Restated Balance Sheet (Details) HTML 127K
63: R38 Restatement (Details Narrative) HTML 29K
64: R39 Subsequent Events (Details Narrative) HTML 52K
65: R40 Note Receivable (Details Narrative) HTML 24K
66: R41 Schedule of Warrants Fair Value Assumptions HTML 27K
(Details)
67: R42 Loan Payable (Details Narrative) HTML 23K
22: XML IDEA XML File -- Filing Summary XML 97K
25: XML XBRL Instance -- forms-1a_htm XML 1.32M
21: EXCEL IDEA Workbook of Financial Report Info XLSX 120K
17: EX-101.CAL XBRL Calculations -- spev-20231130_cal XML 137K
18: EX-101.DEF XBRL Definitions -- spev-20231130_def XML 608K
19: EX-101.LAB XBRL Labels -- spev-20231130_lab XML 796K
20: EX-101.PRE XBRL Presentations -- spev-20231130_pre XML 686K
16: EX-101.SCH XBRL Schema -- spev-20231130 XSD 115K
23: JSON XBRL Instance as JSON Data -- MetaLinks 359± 503K
24: ZIP XBRL Zipped Folder -- 0001493152-24-011163-xbrl Zip 593K
Exhibit 10.2
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THIS WARRANT OR SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THIS WARRANT OR SUCH SECURITIES, AS APPLICABLE, MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.
UNITED STATES BASKETBALL LEAGUE, INC.
WARRANT TO PURCHASE SHARES OF COMMON STOCK
1. Issuance. For good and valuable consideration as set forth in the Stock and Warrant Purchase Agreement (as defined below), including without limitation the exercise price (as defined in the Purchase Agreement), the receipt and sufficiency of which are hereby acknowledged by United States Basketball League, Inc., a Delaware corporation, its successors and assigns (“Company”), INVESTORNAME, its successors and/or registered assigns (“Investor”), is hereby granted the right to purchase at any time on or after the Issue Date (as defined below) until _______, 2025 (the “Expiration Date”), ___________ fully paid and non-assessable shares (the “Warrant Shares”) of Company’s common stock, par value $0.01 per share (the “Common Stock”), as such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant to Purchase Shares of Common Stock (this “Warrant”).
This Warrant is being issued pursuant to the terms of that certain Stock and Warrant Purchase Agreement dated _________, to which Company and Investor are parties (as the same may be amended from time to time, the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. This Warrant was issued to Investor on March 22, 2023 (the “Issue Date”).
2. Exercise of Warrant.
2.1. General.
(a) This Warrant is exercisable in whole or in part at any time and from time to time commencing on the Issue Date and ending on the Expiration Date. Such exercise shall be effectuated by submitting to Company (either by delivery to Company or by email or facsimile transmission) a completed and signed Notice of Exercise substantially in the form attached to this Warrant as Exhibit A (the “Notice of Exercise”). The date a Notice of Exercise is delivered to Company shall be the “Exercise Date,” provided that, if such exercise represents the full exercise of the outstanding balance of this Warrant, Investor shall tender this Warrant to Company within five (5) Trading Days thereafter, but only if the Warrant Shares to be delivered pursuant to the Notice of Exercise have been delivered to Investor as of such date. The Notice of Exercise shall be executed by Investor and shall indicate the number of Warrant Shares to be issued pursuant to such exercise
(b) The Exercise Price per share of Common Stock for the Warrant Shares shall be payable, at the election of Investor, in cash or by certified or official bank check or by wire transfer in accordance with instructions provided by Company at the request of Investor.
(c) Upon the appropriate payment to Company of the Exercise Price for the Warrant Shares, Company shall promptly, but in no case later than the date that is ten (10) Trading Days following the date the Exercise Price is paid to Company (the “Delivery Date”), deliver or cause Company’s Transfer Agent to deliver the applicable Warrant Shares electronically via the DWAC system to the account designated by Investor on the Notice of Exercise. If for any reason Company is not able to so deliver the Warrant Shares via the DWAC system, Company shall instead, on or before the applicable date set forth above in this subsection, issue and deliver to Investor or its broker (as designated in the Notice of Exercise), via reputable overnight courier, a certificate, registered in the name of Investor or its designee, representing the applicable number of Warrant Shares.
(d) In no event may this Warrant be net cash settled.
2.2. Mandatory Exercise. Should the registration statement that Company is obligated to file under the terms of the Purchase Agreement of the Common Stock underlying this Warrant be deemed effective and the Common Stock trade a minimum of _____ shares per day over $____ for a period of __Trading Days, Investor shall have a 60 day period to exercise this Warrant or this Warrant shall be cancelled.
3. Mutilation or Loss of Warrant. Upon receipt by Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and (in the case of loss, theft or destruction) receipt of reasonably satisfactory indemnification, and (in the case of mutilation) upon surrender and cancellation of this Warrant, Company will execute and deliver to Investor a new Warrant of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall thereupon become void.
4. Rights of Investor. Investor shall not, by virtue of this Warrant alone, be entitled to any rights of a stockholder in Company, either at law or in equity, and the rights of Investor with respect to or arising under this Warrant are limited to those expressed in this Warrant and are not enforceable against Company except to the extent set forth herein
5. Adjustments. If Company shall issue any shares of Common Stock as a stock dividend or subdivide the number of outstanding shares of Common Stock into a greater number of shares, then, in either such case, the Exercise Price in effect before such dividend or subdivision shall be proportionately reduced and the number of Warrant Shares at that time issuable pursuant to the exercise of this Warrant shall be proportionately increased; and, conversely, if Company shall contract the number of outstanding shares of Common Stock by combining such shares into a smaller number of shares, then the Exercise Price in effect before such combination shall be proportionately increased and the number of Warrant Shares at that time issuable pursuant to the exercise or conversion of this Warrant shall be proportionately decreased. Each adjustment in the number of shares of Warrant Stock issuable shall be to the nearest whole share.
6. Certificate as to Adjustments. In the case of any adjustment in the Exercise Price or Warrant Shares, Company will promptly give written notice to Investor in the form of a certificate, certified and confirmed by an officer of the Company, setting forth the adjustment in reasonable detail.
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7. Transfer to Comply with the Securities Act. This Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”). Neither this Warrant nor the Warrant Shares may be sold, transferred, pledged or hypothecated without (a) an effective registration statement under the 1933 Act relating to such security or (b) an opinion of counsel reasonably satisfactory to Company that registration is not required under the 1933 Act. Until such time as registration has occurred under the 1933 Act, each certificate for this Warrant and any Warrant Shares shall contain a legend, in form and substance satisfactory to counsel for Company, setting forth the restrictions on transfer contained in this Section 7.
8. Notices. Any notice required or permitted hereunder shall be given in the manner provided in the subsection titled “Notices” in the Purchase Agreement, the terms of which are incorporated herein by reference.
9. Supplements and Amendments; Whole Agreement. This Warrant may be amended or supplemented only by an instrument in writing signed by the parties hereto. This Warrant, together with the Purchase Agreement, contains the full understanding of the parties hereto with respect to the subject matter hereof and thereof and there are no representations, warranties, agreements or understandings with respect to the subject matter hereof and thereof other than as expressly contained herein and therein.
10. Governing Law; Venue. This Warrant shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of Nevada, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Nevada. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state and federal courts in Los Angeles County, California. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The prevailing party in any dispute arising under this Agreement shall be entitled to recover from the other party its reasonable attorney’s fees and costs.
11. Waiver of Jury Trial. EACH OF COMPANY AND INVESTOR IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS WARRANT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, COMPANY ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND TRIAL BY JURY.
12. Counterparts. This Warrant may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Electronic signatures shall be considered original signatures for all purposes hereof.
13. Attorneys’ Fees. In the event of any litigation or dispute arising from this Warrant, the parties agree that the prevailing party shall be entitled to an additional award of the full amount of the reasonable attorneys’ fees and expenses paid by said prevailing party in connection with litigation or dispute.
14. Severability. Whenever possible, each provision of this Warrant shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be invalid or unenforceable in any jurisdiction, such provision shall be modified to achieve the objective of the parties to the fullest extent permitted and such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Warrant or the validity or enforceability of this Warrant in any other jurisdiction.
[Remainder of page intentionally left blank; signature page follows]
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IN WITNESS WHEREOF, Company has caused this Warrant to be duly executed as of the Issue Date.
| COMPANY: | ||
| United States Basketball League, Inc. | ||
| By: | ||
| Saeb Jannoun, President | ||
[Signature Page to Warrant]
ATTACHMENT 1
DEFINITIONS
For purposes of this Warrant, the following terms shall have the following meanings:
A1. “Exercise Price” means $0.__ per share of Common Stock, as the same may be adjusted from time to time pursuant to the terms and conditions of this Warrant.
A2. “Trading Day(s)” means any day(s) the New York Stock Exchange is open for trading.
Attachment 1 to Warrant, Page 1
EXHIBIT A
NOTICE OF EXERCISE OF WARRANT
TO: UNITED STATES BASKETBALL LEAGUE, INC.
ATTN: _______________
VIA FAX TO: ( )______________ EMAIL: ______________
The undersigned hereby irrevocably elects to exercise the right, represented by the Warrant to Purchase Shares of Common Stock dated as of June 25, 2021 (the “Warrant”), to purchase shares of the common stock, $0.01 par value (“Common Stock”), of United States Basketball League, Inc., and tenders herewith payment in accordance with Section 2 of the Warrant, as follows:
Warrant Shares: _______________________
Exercise Price: $_______________________
Purchase Price: $___________________ = (Exercise Price x Warrant Shares)
Payment is being made by:
_____ enclosed check
_____ wire transfer
_____ other
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Warrant.
It is the intention of Investor to comply with the provisions of Section 2.2 of the Warrant regarding certain limits on Investor’s right to receive shares thereunder. Investor believes this exercise complies with the provisions of such Section 2.2. Nonetheless, to the extent that, pursuant to the exercise effected hereby, Investor would receive more shares of Common Stock than permitted under Section 2.2, Company shall not be obligated and shall not issue to Investor such excess shares until such time, if ever, that Investor could receive such excess shares without violating, and in full compliance with, Section 2.2 of the Warrant.
As contemplated by the Warrant, this Notice of Exercise is being sent by email to the officer indicated above.
If this Notice of Exercise represents the full exercise of the entire Warrant, Investor will surrender (or cause to be surrendered) the Warrant to Company at the address indicated above by express courier within five (5) Trading Days after the Warrant Shares to be delivered pursuant to this Notice of Exercise have been delivered to Investor.
To the extent the Warrant Shares are not able to be delivered to Investor via the DWAC system, please deliver certificates representing the Warrant Shares to Investor via reputable overnight courier after receipt of this Notice of Exercise (by facsimile transmission or otherwise) to:
_____________________________________
_____________________________________
_____________________________________
| Dated: | ||
| [Name of Investor] | ||
| By: | ||
Exhibit A to Warrant, Page 1
| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/25/24 | |||
| 3/22/23 | 3, 8-K | |||
| 6/25/21 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/23 Shorepower Technologies Inc. 8-K:1,2,3,5 3/22/23 17:10M M2 Compliance LLC/FA 11/29/22 Shorepower Technologies Inc. 8-K:1,9 11/23/22 2:246K Toppan Merrill/FA 5/30/00 US Basketball League Inc. 10SB12B 12:129K McLaughlin & Ste… LLP/FA |