INNOVATIVE MEDTECH, INC. : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On or about April 26, 2022, Innovative MedTech, Inc. ("Innovative" or the "Company") entered into an Agreement for Share Exchange (the "Share Exchange Agreement") to purchase (the "Purchase") 10,500,000 shares of common stock of Vitality RX, Inc., a Delaware corporation ("Vitality"), representing 100% ownership of Vitality, from Vitality's five shareholders identified in the Share Exchange Agreement (the "Sellers"), in consideration of the issuance by the Company to the Sellers of 5,500,000 shares of Innovative common stock, and 50,000 shares of Series A Convertible Preferred Stock (which preferred stock is convertible into 5,000,000 shares of common stock) (such shares of common stock and preferred stock collectively the "Shares").

On or about April 28, 2022, the Purchase was closed, Innovative acquired Vitality from the Sellers, and Innovative issued the Shares to the Sellers.

The foregoing description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Share Exchange Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information contained in Item 1.01 above is incorporated by reference into this Item 2.01.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 above is incorporated by reference into this Item 3.02. The Shares were sold to the Sellers in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) promulgated thereunder, as there was no general solicitation, and the transaction did not involve a public offering.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit
No.        Description
10.1         Share Exchange Agreement, by and between Innovative MedTech, Inc., VC
           Bin, LLC, Webb Media, LLC, Melides Capital, LLC, Ronald Schreiber, and
           Dovner Holdings, LLC, dated April 26, 2022.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           Document).





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