FLES 4Less

Filed: 18 Nov 21, 3:49pm




Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934



Date of Report (Date of earliest event reported)    November 18, 2021


The 4Less Group, Inc.

(Exact name of registrant as specified in its charter)


(State or other jurisdiction
of incorporation)
File Number)
(IRS Employer
Identification No.)


106 W. Mayflower, Las Vegas, NV 89030

(Address of principal executive offices)


Registrant’s telephone number, including area code     (702) 267-6100


not applicable

(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 (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 classTrading Symbol(s)Name of each exchange on which registered


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. [_]



The 4Less Group, Inc. is referred to herein as “we”, “our”, or “us”.


Item 8.01 Other Events.


On December 14, 2020, we commenced a Regulation A Offering (SEC File Number 024-11326), which offering we are closing as of today, November 18, 2021; as such we will not accept any further Regulation A investments. We are in the process of assembling the data to complete and file with the SEC a Form 1-Z (Exit Report Under Regulation A), which will contain data under the title “Summary Information Regarding the Use of Proceeds”.


The information in this Current Report on Form 8-K with respect to Item 8.01 is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K will not be deemed an admission as to the materiality of any information contained herein.





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.


Dated: November 18, 2021


The 4 Less Group Inc.


By: /s/ Timothy Armes

Timothy Armes

Chief Executive Officer


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