Item 1.01 Entry into a Material Definitive Agreement.
On
As consideration for the Oxigenesis Shares, the Company agreed to, at the
closing: (i) pay the Sellers
The Secured Notes shall bear interest at a rate of 6% per annum, with no
interest accruing during the first year, then accrued interest paid annually
starting in the second year, with the outstanding principal and interest then
outstanding on the Secured Notes due in a single payment on the date that is
twenty-four (24) months from the date of issuance (the "Maturity Date"), with
the Sellers having an option, exercisable at any time prior to the Maturity
Date, to convert the then outstanding principal and interest into shares of
Common Stock at a conversion price equal to
In connection with the Purchase Agreement and the issuance of the Secured Notes, at the closing, the Company and each of the Sellers will enter into security agreements (the "Security Agreements"), whereby as collateral security for the prompt payment in full when due of the obligations due the Sellers under the Secured Notes, the Company will agreed to grant the Sellers a lien on and security interest in and to all of the Company's assets.
The Options shall be issued pursuant to the Company's incentive stock option
plan and shall be exercisable until the thirty-six (36) month anniversary of the
Closing Date (as defined in the Purchase Agreement), at an exercise price of
The Purchase Agreement contains customary representations, warranties, covenants, indemnification and other terms for transactions of this nature.
There is no guarantee that the closing (the "Closing") of the transactions
contemplated by the Purchase Agreement will occur. The closing is subject to
certain conditions, including, among other things: (i) the completion of an
audit of Oxigenesis; and (ii) the Company successfully obtaining financing of at
least
Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of and does not purport to be a complete description of the rights and obligations of the parties to the Secured Notes, the Purchase Agreement and the Security Agreements, and such description is qualified in its entirety by reference to the full text of the form of Secured Notes, the Purchase Agreement and the form of Security Agreements, copies of which are filed as Exhibits 4.1, 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Exhibits. (d) Exhibits Exhibit No. Exhibit 4.1 Form of Secured Note 10.1# Stock Purchase Agreement, datedDecember 19, 2022 , by and amongVeroni Brands Corp. ,Oxigenesis, Inc. , and the selling shareholders 10.2 Form of Security Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
# Certain schedules to this exhibit have been omitted pursuant to Regulation S-K
Item 601(a)(5). The registrant agrees to furnish supplementally a copy of any
omitted schedule to the
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