Chan Heng Fai Ambrose - 24 Jan 2025 Form 4 Insider Report for SHARING SERVICES GLOBAL Corp (SHRG)

Signature
HWH International Inc. /s/ Ronald Wei, Chief Financial Officer
Issuer symbol
SHRG
Transactions as of
24 Jan 2025
Net transactions value
+$1,350,002
Form type
4
Filing time
28 Jan 2025, 21:36:07 UTC
Previous filing
27 Jan 2025
Next filing
29 Jan 2025

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SHRG Convertible Promissory Note Purchase $250,001 +148,810 $1.68 148,810 18 Mar 2024 Common Stock See footnote F1, F6
transaction SHRG Common Stock Purchase Warrant Purchase $250,001 +148,810 +100% $1.68 297,620 18 Mar 2024 Common Stock See footnote F1, F6
transaction SHRG Convertible Promissory Note Purchase $250,001 +89,286 +30% $2.80 386,906 09 May 2024 Common Stock See footnote F2, F6
transaction SHRG Convertible Promissory Note Purchase $250,001 +89,286 +23% $2.80 476,192 06 Jun 2024 Common Stock See footnote F3, F6
transaction SHRG Convertible Promissory Note Purchase $99,999 +35,714 +7.5% $2.80 511,906 13 Aug 2024 Common Stock See footnote F4, F6
transaction SHRG Convertible Promissory Note Purchase $250,000 +2,500,000 +488% $0.1000 3,011,906 12 Nov 2024 Common Stock See footnote F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 18, 2024, the Issuer entered into a Convertible Promissory Note (the "March Note") promising to pay HWH International Inc., a Delaware corporation ("HWH"), $250,000.00. All amounts due under the March Note may be converted into the common stock of the Issuer at the discretion of the holder. The conversion price is fixed at $1.68 per share. The Issuer and HWH subsequently entered into an amendment to the March Note which set the term of the optional conversion feature of the March Note to be between March 25, 2025, and the maturity of the Note on the third anniversary of its effectiveness, March 18, 2027. As further consideration for the March Note, the Issuer granted HWH a common stock purchase warrant to purchase up to 148,810 shares of the Issuer's common stock at a purchase price of $1.68 per share.
F2 On May 9, 2024, the Issuer entered into a Convertible Promissory Note (the "May Note") promising to pay HWH $250,000.00. All amounts due under the May Note may be converted into the common stock of the Issuer at the discretion of the holder. The conversion price is fixed at $2.80 per share. The Issuer and HWH subsequently entered into an amendment to the May Note which set the term of the optional conversion feature of the May Note to be between March 25, 2025, and the maturity of the Note on the third anniversary of its effectiveness, May 9, 2027.
F3 On June 6, 2024, the Issuer entered into a Convertible Promissory Note (the "June Note") promising to pay HWH $250,000.00. All amounts due under the June Note may be converted into the common stock of the Issuer at the discretion of the holder. The conversion price is fixed at $2.80 per share. The Issuer and HWH subsequently entered into an amendment to the June Note which set the term of the optional conversion feature of the June Note to be between March 25, 2025, and the maturity of the Note on the third anniversary of its effectiveness, June 6, 2027.
F4 On August 13, 2024, the Issuer entered into a Convertible Promissory Note (the "August Note") promising to pay HWH $100,000.00. All amounts due under the August Note may be converted into the common stock of the Issuer at the discretion of the holder. The conversion price is fixed at $2.80 per share. The Issuer and HWH subsequently entered into an amendment to the August Note which set the term of the optional conversion feature of the August Note to be between March 25, 2025, and the maturity of the Note on the third anniversary of its effectiveness, August 13, 2027.
F5 On November 12, 2024, the Issuer entered into a Convertible Promissory Note (the "November Note") promising to pay Alset Inc., a Texas corporation, $250,000.00. All amounts due under the November Note may be converted into the common stock of the Issuer at the discretion of the holder. The conversion price is fixed at $0.10 per share. The Issuer and Alset Inc. subsequently entered into an amendment to the November Note which set the term of the optional conversion feature of the November Note to be between March 25, 2025, and the maturity of the Note on the second anniversary of its effectiveness, November 12, 2026.
F6 Mr. Chan is the Chairman, Chief Executive Officer and majority stockholder of Alset Inc. Mr. Chan, as indirect beneficial owner, has dispositive control over the securities of the Issuer owned by Alset Inc. Mr. Chan is the Chairman of HWH International Inc., which is a majority-owned subsidiary of Alset Inc. Mr. Chan, as indirect beneficial owner, has dispositive control over the securities of the Issuer owned by HWH International Inc.