UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

(AMENDMENT NO. )

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

April 21, 2022

Date of Report (Date of earliest event reported)

Toga Limited

(Exact name of registrant as specified in its charter)

Nevada

001-39052

98-0568153

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

515 S. Flower Street

18th Floor

Los Angeles, CA

90071

(Address of principal executive offices)

(Zip Code)

(949) 333-1603

(Registrant’s telephone number)

__________________________________________________

(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:

☐	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(s)

Name of each Exchange

on which registered

N/A

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 8.01 Other Events.

The Board of Directors (the “Board”) of Toga Limited (the “Company”) has set July 6, 2022 as the date of a special meeting of the shareholders (the “Special Meeting”) to vote on the election of five (5) director nominees and to hold a say-on-pay vote regarding compensation of executives. The exact time and place of the Special Meeting will be specified in the Company’s notice of the Special Meeting and the related definitive proxy statement. The Board also established the close of business on May 10, 2022 as the record date for determining stockholders entitled to receive notice of, and to vote at, the Special Meeting.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	TOGA LIMITED

DATED: April 26, 2022	By:	/s/ Alexander D. Henderson
		Alexander D. Henderson Chairman of the Board of Directors of Toga Limited

Toga Ltd 8-K