Item 1.01 Entry into a Material Definitive Agreement.
Through a series of Stock Purchase Agreements (the "Purchase Agreements"), the
majority owners of registrant, United States Basketball League, Inc. ("USBL"),
Richard C. Meisenheimer, Daniel T. Meisenheimer, III, James Meisenheimer,
Meisenheimer Capital, Inc. and Spectrum Associates, Inc. (the "Sellers") sold a
total of 2,807,181 shares of USBL's common stock at a per share price of $.065,
2,400,000 shares of USBL's common stock at a per share price of $.10 and
1,105,644 of USBL's preferred stock at a per share price of $.053 for a total
purchase price of $481,066. There were two purchasers of over 5% of the issued
and outstanding shares of USBL's capital stock following these sales, Emerging
Markets Advisory which owns 8.29% of the issued and outstanding shares of USBL's
common stock and EROP Enterprises LLC which owns 29.24% of the issued and
outstanding shares of USBL's common stock and 100% of the issued and outstanding
shares of preferred stock. Each share of preferred stock has five votes, is
entitled to a 2% non-cumulative annual dividend and is convertible at any time
into one share of common stock. The foregoing description of the Stock Purchase
Agreements does not purport to be complete and is qualified in its entirety by
reference to the Stock Purchase Agreements with EROP Enterprises LLC which are
filed as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K. World Equity
Markets acted in the capacity of a broker/dealer and was issued 125,000 shares
of common stock for its services.
Item 3.02 Unregistered Sales of Equity Securities.
Effective April 7, 2021, the Sellers sold a total of 2,807,181 shares of USBL's
common stock at a per share price of $.065, 2,400,000 shares of USBL's common
stock at a per share price of $.10 and 1,105,679 of USBL's preferred stock at a
per share price of $.053 for a total purchase price of $481,066. None of the
foregoing transactions involved any underwriters, underwriting discounts or
commissions, or any public offering. We believe the offers, sales and issuances
of the above securities were exempt from registration under the Securities Act
(or Regulation D or Regulation S promulgated thereunder) by virtue of Section
4(a)(2) of the Securities Act because the issuance of securities to the
recipients did not involve a 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, and appropriate legends were placed upon the
stock certificates issued in these transactions. All recipients had adequate
access, through their relationships with us, to information about the
registrant. The sales of these securities were made without any general
solicitation or advertising.
Item 5.01 Changes in Control of Registrant.
As a result of the sale of common and preferred stock by the Sellers, the
Company experienced a change in control. Reference is made to the disclosure
made under Item 1.01 of this Current Report on Form 8-K, which is incorporated
herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Effective April 7, 2021, the Board of Directors accepted the resignation of
Daniel T. Meisenheirmer, III as Chairman of the Board of Directors and President
of the registrant. The resignation of Mr. Meisenheimer was not as a result of
any disagreement with the registrant relating the registrant's operations,
policies or practices. Effective April 7, 2021 Saeb Jannoun was appointed to
fill the vacancy following the resignation of Daniel T. Meisenheimer, III as
Chairman of the Board of Directors and President of USBL.
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Saeb Jannoun, age 64, has been a serial entrepreneur, and investor since 1994.
From 2019 to 2020 Mr. Jannoun served as CEO of SPO Global where he successfully
completed the merger of SPO Global with Gerapang Health in 2020. From 2018 to
2020 Mr. Jannoun was CIO and a member of the Board of Directors of SPO Global,
Inc. Mr. Jannoun is the founder of Tess Holdings LLC, living 360 LLC and Thirty
05 LLC., which concentrate on investments ranging from health care to real
estate. In 2020 Mr. Jannoun was one of the founders of Willcox International
Holding, an algorithm platform company based in Tampa, Florida. Mr. Jannoun has
assisted the companies in which he has served on the Board of Directors, in
management or as an investor to find strategic partners to build shareholder
value. Mr. Jannoun received a bachelor's degree in business administration from
the American University of Beirut and in 1992 earned a CFP degree.
Michael D. Pruitt, age 60, founded Avenel Financial Group, a boutique financial
services firm concentrating on emerging technology company investments, in 1999.
In 2001, he formed Avenel Ventures, a technology investment and private venture
capital firm. In February 2005, Mr. Pruitt formed Chanticleer Holdings, Inc.,
then a public holding company (now known as Sonnet BioTherapeutics Holdings,
Inc.), and he served as Chairman of the Board of Directors and Chief Executive
Officer until April 1, 2020, at which time the restaurant operations of
Chanticleer Holdings were spun out into a new public entity, Amergent
Hospitality Group, Inc., where Mr. Pruitt has served as its Chairman and Chief
Executive Officer to date. Mr. Pruitt also served as a director on the board of
Hooters of America, LLC from 2011 to 2019. Since October 31, 2020, Mr. Pruitt
has been a member of the Board of Directors of IMAC Holdings, Inc.
(IMAC:Nasdaq). Mr. Pruitt received a B.A. degree from Coastal Carolina
University, where he currently sits on the Board of Visitors of the E. Craig
Wall Sr. College of Business Administration, the Coastal Education Foundation
Board, and the Athletic Committee of the Board of Trustees.
Item 9.01 Financial Statements and Exhibits.
Exhibits
10.1 Stock Purchase Agreement dated March 1, 2021 between Untied States
Basketball League, Inc. and EROP Enterprises LLC
10.2 Stock Purchase Agreement dated March 1, 2021 between James
Meisenheimer and EROP Enterprises LLC
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