Item 1.01. Entry into a Material Definitive Agreement.

As previously reported in the Securities and Exchange Commission filings of Balance Labs, Inc. (the "Company"), on June 15, 2021, (the "Effective Date"), a majority owned subsidiary of the Company, Krypto Ventures Inc. (formerly KryptoBank Co.), a Delaware corporation ("Krypto Ventures"), entered into a share exchange agreement (the "Share Exchange Agreement") with (i) Descrypto Holdings, Inc. (formerly known as W Technologies, Inc.), a Delaware corporation (ii) each of the stockholders of Krypto Ventures (the "Krypto Ventures Stockholders") and (iii) Aleksandr Rubin as the representative of the Krypto Ventures Stockholders. As a result of the Share Exchange, the Company owned 46.1% of the issued and outstanding common stock of Descrypto Holdings, Inc. and the Company no longer owns any portion of Krypto Ventures Inc. outstanding common stock.

On November 18, 2021, the Company entered into a redemption agreement (the "November Redemption Agreement") pursuant to which the Company agreed to sell, and Descrypto Holdings, Inc. agreed to purchase, an aggregate of 83,709,315 shares of Descrypto Holdings, Inc.'s Common Stock owned by the Company. Following the November Redemption Agreement, the Company owned 35,875,421 shares of Descrypto Holdings, Inc.'s Common Stock.

On February 18, 2022, the "Company" entered into a redemption agreement with Descrypto Holdings, Inc., (the "Redemption Agreement"). Pursuant to the terms of the Redemption Agreement, the Company agreed to sell, and Descrypto Holdings, Inc. agreed to purchase, an aggregate of 28,700,337 shares of Descrypto Holdings, Inc.'s common stock, par value $0.0001 per share, at a purchase price of $0.00001 per share, for a resulting total consideration of $287.00. Following the Redemption Agreement, the Company currently owns 7,175,084 shares of Descrypto Holdings, Inc.'s Common Stock.

The foregoing summary of the Redemption Agreement is subject to and qualified in its entirety by the text of the Redemption Agreement, which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statement and Exhibits.





(d) Exhibits

The following exhibits are filed with this Current Report on Form 8-K:





Exhibit No.   Description

10.1            Redemption Agreement between Balance Labs, Inc. and Descrypto
              Holdings, Inc., dated as of February 18, 2022.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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