UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

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 23, 2024

SAMSARA LUGGAGE, INC.

(Exact Name of Registrant as Specified in Its Charter)

135 East 57th Street, Suite 18-130

New York, New York

(Address of principal executive offices and Zip Code)

(877) 421-1574

(Registrant’s telephone number, including area code)

(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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Section 2 – Financial Information

Item 2.01. Completion of Acquisition or Disposition of Assets.

As previously disclosed, On February 23, 2024, Samsara Luggage, Inc., a Nevada corporation (the “Company”), entered into a Stock Purchase Agreement (the “SPA”) with Ilustrato Pictures International, Inc., a Nevada corporation (“ILUS”) which owns 71.1% of the Company. Simultaneous with the execution and delivery of the SPA, the Company acquired all the equity interests in seven companies owned by ILUS:

The acquisition by the Company of these shares and membership interests, referred to by ILUS as the Emergency Response Technologies “ERT.

The consideration for the sale of the equity interests in the foregoing companies was paid by the Company by issuing to ILUS 350,000 restricted shares of Series B stock (the “Shares”) and further milestone payment/s should applicable performance targets referenced in Exhibit B be achieved. As a result, ILUS currently owns 89.1% of the Company’s voting rights.

Given the related party nature of the transaction, neither party provided representations and warranties customary of a sale of operating companies.

The foregoing description of the SPA is not complete and is qualified in its entirety by reference to the text of the SPA, which is filed as Exhibit 2.1 hereto and which is incorporated herein by reference.

SECTION 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

The Company filed the financial statements required by Item 9.01 (a) of Form 8-K in its annual report on Form 10-K for the year ended December 31, 2023, on April 1, 2024.

The Company filed the pro forma financial statements required by Item 9.01 (a) with this Form 8-K.

The information set forth in Item 5.01 of this Current Report on Form 8-K is incorporated herein by reference.

SIGNATURES

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.

Samsara Luggage, Inc.