VERONI BRANDS CORP. Veroni Brands Corp. (OTCPK:VONI) entered into that certain Stock Purchase Agreement to acquire Oxigenesis, Inc. for $10 million on December 19, 2022. As consideration for the Oxigenesis Shares, the Veroni agreed to, at the closing: (i) pay the Sellers $3,000,000 (the “Cash Consideration”); (ii) issue the Sellers two secured convertible promissory notes in the aggregate principal amount of $2,000,000 (the “Secured Notes”); (iii) issue the Sellers 2,857,142 shares (the “Stock Consideration”) of common stock of the Veroni, par value $0.0001 per share (the “Common Stock”); and (iv) issue to the Sellers, 2,857,143 options (the “Options”) to purchase shares of common stock of the Oxigenesis (the “Stock Option Consideration).
The closing is subject to certain conditions, including, among other things: (i) the completion of an audit of Oxigenesis; and (ii) the Veroni successfully obtaining financing of at least $4,000,000 (the “Financing”) by the Closing Date (the “Financing Condition”). On or prior to the Closing, the Veroni shall have completed and reasonably satisfied itself. Jonathan T. van Heel acted as legal advisor to Oxigenesis, Inc. Lawrence Metelitsa of Lucosky Brookman LLP acted as legal advisor to Veroni Brands Corp.
