Sparta Commercial Services Files 8-K on Equity Sales

TL;DR

Sparta Commercial Services sold unregistered equity, check for dilution.

AI Summary

On February 5, 2025, SPARTA COMMERCIAL SERVICES, INC. filed an 8-K report detailing unregistered sales of equity securities. The filing also includes financial statements and exhibits. The company, formerly known as Tomahawk Industries Inc. and Tomahawk Oil & Minerals Inc., is incorporated in Nevada and headquartered in New York.

Why It Matters

This filing indicates potential dilution or changes in the company's capital structure due to the sale of equity securities.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can sometimes signal financial distress or a need for capital, potentially impacting existing shareholders.

Key Players & Entities

• SPARTA COMMERCIAL SERVICES, INC. (company) — Filer
• TOMAHAWK INDUSTRIES INC (company) — Former Company Name
• TOMAHAWK OIL & MINERALS INC (company) — Former Company Name
• February 5, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common stock, $0.01 par value SRCO Pink Open Market I
• $0.18 — shares of the Company's common stock at $0.18 per share. The options vest in three eq

Filing Documents

• form8-k.htm (8-K) — 43KB
• ex4-1.htm (EX-4.1) — 99KB
• ex4-2.htm (EX-4.2) — 101KB
• ex4-3.htm (EX-4.3) — 95KB
• ex4-4.htm (EX-4.4) — 95KB
• 0001493152-25-005445.txt ( ) — 686KB
• srco-20250205.xsd (EX-101.SCH) — 3KB
• srco-20250205_lab.xml (EX-101.LAB) — 33KB
• srco-20250205_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20544 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2025 SPARTA COMMERCIAL SERVICES, INC. (Exact name of Company as specified in its charter) Nevada 000-09483 30-0298178 (State or other jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification Number) 555 Fifth Avenue , 14th Floor New York , New York 10017 (Address of principal executive offices) (212) 239-2666 (Registrant'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 Instruction 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 Name of each exchange on which registered Common stock, $0.01 par value SRCO Pink Open Market Indicate by check mark whether the registrant is an emerging growth company 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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES On February 5, 2025, Sparta Commercial Services, Inc. (the "Company") granted its CEO, Anthony L Havens and Vice President of Operations, Sandra L Ahman, five year options to purchase an aggregate of 3,000,000 shares of the Company's common stock at $0.18 per share. The options vest in three equal tranches over three years. On February 5, 2025, the Company granted to each of its two independent Directors five year options to purchase 300,000 shares of the Company's common stock at $0.18 per share. The options vest in three equal tranches over three years. These options represent compensation for past service on the board. On February 5, 2025, five year non-qualified stock options in an aggregate of 220,000 shares of the Company's common stock at $0.18 per share were issued by the Company to employees. The options vest in three equal tranches over three years. The stock options granted pursuant to the Stock Option Agreements have five year terms, vest in three equal tranches over three years, and have an exercise price of $0.18 which was 110% of the closing price of the Company's common stock for the thirty consecutive trading days immediately preceding the date of the option (for a day to be included in the calculation, there must have been at least 100 shares traded on that day). The sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to, or for sale in connection with, any distribution thereof. All recipients had adequate access, through their relationships with the Company, to information about the Company. The foregoing disclosure of the Stock Option Agreements set forth in this Section 3.02 does not purport to be complete and is qualified in its entirety by reference to the Stock Option Agreements, which are filed as Exhibits 4.1, 4.2, 4.3, and 4.4 of this Current Report and incorporated by reference herein. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (D) Exhibits Exhibit No. Description 4.1 Anthony L. Havens Stock Option Agreement 4.2 Sandra L. Ahman Stock Option Agreement 4.3 Kristian Srb Stock Option Agreement 4.4 Jeffrey Bean Stock Option Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SPARTA COMMERCIAL SERVICES, INC. Dated: February 7, 2025 /s/ Anthony L. Havens

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View this 8-K filing on SEC EDGAR