HOME BISTRO INC. Item 1.01 Entry into a Material Definitive Agreement.
On
The Note matures on
The obligations under the Note are not secured by any assets of the Company.
The Warrant provides the Investor with the right to purchase up to 769,231
shares of Common Stock at an exercise price of
The Note and the Warrant also provide the Investor with certain "piggyback" registration rights, permitting them to request that the Company include the shares issued upon conversion of the Note or exercise of the Warrant, 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 with this type of debt transaction, including a no shorting provision preventing the Investor from taking a short position against the Company's stock. Furthermore, the Company is subject to certain negative covenants under the Agreements, which the Company also believes are also customary for transactions of this type.
The preceding summaries of the SPA, the Note and the Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the SPA, the Note and the Warrant, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
The Agreements have been included as exhibits 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 any 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 only for purposes of the Agreements and as of the date of
the Agreements, are solely for the benefit of the parties to the Agreements, may
be subject to limitations agreed upon by the parties, and may be subject to
standards of materiality applicable to the parties that differ from those
applicable to investors. Investors should not rely on the representations,
warranties and covenants or any description thereof as characterizations of the
actual state of facts or condition of the parties to the Agreements or any of
their respective subsidiaries or affiliates. Moreover, information concerning
the subject matter of the 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 in the Agreements should be considered in conjunction with the
entirety of the factual disclosure about the Company in the Company's public
reports filed with the
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The descriptions of the Note set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of
The descriptions of the SPA, the Note and the Warrant set forth in Item 1.01 of
this Current Report on Form 8-K are incorporated by reference into this Item
3.02. The shares of Common Stock issued pursuant to the SPA, and the Note and
the Warrant, were issued in reliance upon the exemption from securities
registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b)
of Regulation D as promulgated by the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Securities Purchase Agreement, dated as ofMay 18, 2022 , by and betweenHome Bistro, Inc. andMast Hill Fund, L.P. 10.2 15% Convertible Note, datedMay 18, 2022 , issued toMast Hill Fund , L.P. 10.3 Warrant to Purchase Shares of Common Stock, datedMay 18, 2022 , issued toMast Hill Fund, L.P. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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