Item 1.01. Entry into a Material Definitive Agreement.

May 6, 2022 Schadel Note

On May 6, 2022, Waterside Capital Corporation (the "Company") issued to Ryan Schadel, Chief Executive Officer, sole director and majority stockholder of the Company, a convertible promissory note in the aggregate principal amount of $100,000 (the "May 6 Note").

The May 6 Note bears interest at a rate of 3.25% per annum and matures on May 6, 2027. Any amount of principal or interest on the May 6 Note which is not paid when due will bear interest at a rate of 12% per annum. The Company may prepay all or any portion of the May 6 Note at any time without penalty.

Mr. Schadel has the right from time to time, and at any time following May 6, 2022 and ending on the full repayment of all indebtedness to convert all or any part of the indebtedness into common stock subject to the terms of the May 6 Note at a conversion price of $0.50, subject to adjustment as set forth in the May 6 Note.

The foregoing description of the May 6 Note does not purport to be complete and is qualified in its entirety by reference to the May 6 Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.

May 9, 2022 Schadel Note

On May 9, 2022, the Company issued to Mr. Schadel, Chief Executive Officer, sole director and majority stockholder of the Company, a convertible promissory note in the aggregate principal amount of $100,000 (the "May 9 Note").

The May 9 Note bears interest at a rate of 3.25% per annum and matures on May 9, 2027. Any amount of principal or interest on the May 9 Note which is not paid when due will bear interest at a rate of 12% per annum. The Company may prepay all or any portion of the May 9 Note at any time without penalty.

Mr. Schadel has the right from time to time, and at any time following May 9, 2022 and ending on the full repayment of all indebtedness to convert all or any part of the indebtedness into common stock subject to the terms of the May 9 Note at a conversion price of $0.50, subject to adjustment as set forth in the May 9 Note.

The foregoing description of the May 9 Note does not purport to be complete and is qualified in its entirety by reference to the May 9 Note, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and which is incorporated herein by reference.

Hackbart Note Purchase Agreement

On May 10, 2022, the Company entered into a Note Purchase Agreement (the "Hackbart Agreement") by and between the Company and Timothy Hackbart. Pursuant to the terms of the Hackbart Agreement, the Company agreed to issue and sell, and Mr. Hackbart agreed to purchase, a convertible promissory note in the aggregate principal amount of $20,000 (the "Hackbart Note").

The Hackbart Note bears interest at a rate of 3.25% per annum and matures on May 10, 2027. Any amount of principal or interest on the Hackbart Note which is not paid when due will bear interest at a rate of 12% per annum. The Company may prepay all or any portion of the Hackbart Note at any time without penalty.

Mr. Hackbart has the right from time to time, and at any time following May 10, 2022 and ending on the full repayment of all indebtedness to convert all or any part of the indebtedness into common stock subject to the terms of the Hackbart Note at a conversion price of $0.50, subject to adjustment as set forth in the Hackbart Note.

The foregoing description of the Hackbart Agreement and the Hackbart Note does not purport to be complete and is qualified in its entirety by reference to the Hackbart Agreement and the Hackbart Note, copies of which are filed as Exhibits 10.3 and 10.4, respectively, to this Current Report on Form 8-K and which are incorporated herein by reference.

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

The information provided in Item 1.01 above regarding the May 6 Note, the May 9 Note and the Hackbart Note is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description

10.1            Convertible Promissory Note, dated May 6, 2022, issued by the
              registrant in favor of Ryan Schadel.
10.2            Convertible Promissory Note, dated May 9, 2022, issued by the
              registrant in favor of Ryan Schadel.
10.3            Note Purchase Agreement, dated May 10, 2022, by and between the
              registrant and Timothy Hackbart.
10.4            Convertible Promissory Note, dated May 10, 2022, issued by the
              registrant in favor of Timothy Hackbart.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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