HOME BISTRO, INC. /NV/: entering into a material definitive agreement, creating a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant, unregistered sale of equity securities, financial statements and exhibits (Form 8-K)

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Section 1.01 Entering into a Material Definitive Agreement.

On May 25, 2022 (the “Issue Date”), Home Bistro, Inc.a Nevada corporation (the “Company”), has entered into certain security purchase agreements dated May 24, 2021 (the “SPAs”), by and between the Company and each of the GS Capital Partners, LLCa Nevada limited liability company, and Jefferson Street Capital LLCa New Jersey limited liability company (collectively, the “Investors”). Pursuant to the SPAs, inter alia, the Company has agreed to issue to Investors (i) convertible notes in an initial principal amount of $182,926.83
and $150,000.00 (the “Notes”), respectively, and (ii) warrants to purchase up to 318,314 and 217,391 common shares of the Company, par $0.001 per share (the “Common Shares”) (the “Warrants” and, together with the SPAs and Notes, the “Agreements”), respectively. At closing, the Company received
$252,500 in gross proceeds of investors.

The Notes expire on May 24, 2023. Investors may only convert the Notes at any time on or after (i) the occurrence of an event of default in respect of the Notes or (ii) the date on which the Company makes an offer which results in the listing of the Shares shares of the Company on any national stock exchange no later than 180 calendar days after the date of issue (an “Upgrade Offer”). The conversion price per share at which the Note is convertible into common stock (the “Conversion Price”) is equal to the lower of (i) 75% of the closing price of the common stock on the date of investment, and ( (ii) 90% of the lowest volume-weighted average price for the Common Shares during the five trading day period ending on the last full trading day prior to the Conversion Date, provided, however, that if the Company makes an upgrade offer, then the conversion The price will be equal to 75% of the offer price per common share (or unit, if units are offered under the upgrade offer) at which the offer upgrade is made.

Upon the occurrence and continuance of any event of default under the Notes, the Notes shall become immediately due and payable and the Company shall be liable to pay Investors in full satisfaction of its obligations thereunder an amount equal to the principal amount then unpaid plus accrued charges interest (including any default interest) up to the date of full repayment multiplied by 150%.

The obligations under the Notes are not secured by any assets of the Company.

The warrants entitle investors to purchase up to 318,314 and 217,391 common shares, respectively, at an exercise price of $0.575, provided, however, that if the Company makes an upgrade offer, the exercise price will be equal to 120% of the offer price per common share (or unit, if units are offered under the offer upgrade) to which the upgrade offer is made. The right to purchase such Common Shares under the Warrants is subject to the adjustments and investor ownership limitations set forth therein, until the date which is the last calendar day of the month in which the third anniversary of the date of issue.

The Notes and Warrants also provide investors with certain “overlapping” registration rights, allowing them to request the Company to include the shares issued upon conversion of the Notes or exercise of the Warrants, respectively. , for sale in certain registration statements filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”).

The agreements contain other provisions, covenants and restrictions common to this type of debt transaction, including a no short sale clause preventing the investor from taking a short position in the company’s shares. In addition, the Company is subject to certain negative clauses under the Agreements, which the Company believes are also customary for transactions of this type.


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The foregoing summaries of the SPAs, Notes and Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the SPAs, Notes and Warrants, which are filed as Exhibits 10.1 and 10.4, 10.2 and 10.5, and 10.3 and 10.6, respectively, to this current report on Form 8-K and incorporated herein by reference.

The agreements have been included as attachments to this current report on Form 8-K to provide investors and securityholders with information regarding certain of its terms. This information is not intended to provide financial or other information about the parties to the agreements or their respective subsidiaries or affiliates. The representations, warranties, and covenants contained in the Agreements are made solely for the purposes of the Agreements and as of the date of the Agreements, are for the benefit of the parties to the Agreements only, may be subject to any limitations agreed to by the parties, and may be subject to materiality standards applicable to parties different from those applicable to investors. Investors should not rely on any representations, warranties and covenants or any description thereof as characterizing the true state of facts or condition of the parties to the agreements or any of their respective subsidiaries or affiliates. In addition, information regarding the subject matter of representations, warranties and covenants may change after the date of the agreements, and such subsequent information may not be fully reflected in public disclosures by the parties to the agreements. The information contained in the agreements should be considered in conjunction with the full factual disclosure regarding the company in the company’s public reports filed with the Security and Exchange Commission (the second”).

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The descriptions of the note in Section 1.01 of this Current Report on Form 8-K are incorporated by reference in this Section 2.03.

Item 3.02 Unrecorded Sales of Equity securities.

The descriptions of the SPAs, Notes and Warrants set out in Section 1.01 of this Current Report on Form 8-K are incorporated by reference into this Section 3.02. The common stock issued under the SPAs, as well as the notes and warrants, were issued based on the securities registration exemption granted by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D as promulgated by the SECOND under the Securities Act.

Item 9.01 Financial statements and supporting documents.



(d) Exhibits.



Exhibit No.   Description

10.1            Securities Purchase Agreement, dated as of May 24, 2022, by and
              between Home Bistro, Inc. and GS Capital Partners, LLC.
10.2            15% Convertible Note, dated May 24, 2022, issued to GS Capital
              Partners, LLC.
10.3            Warrant to Purchase Shares of Common Stock, dated May 18, 2022, issued
              to GS Capital Partners, LLC .
10.4            Securities Purchase Agreement, dated as of May 24, 2022, by and
              between Home Bistro, Inc. and Jefferson Street Capital LLC.
10.5            15% Convertible Note, dated May 24, 2022, issued to Jefferson Street
              Capital LLC.
10.6            Warrant to Purchase Shares of Common Stock, dated May 24, 2022, issued
              to Jefferson Street Capital LLC.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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