Item 1.01 Entry into Material Definitive Agreement.
On December 28, 2021 (the "Effective Date"), THC Therapeutics, Inc. (the
"Company") and Five Points Consulting, LLC, a Nevada limited liability company
(the "Consultant"), entered into a Consulting Agreement (the "Consulting
Agreement") pursuant to which (i) the Company retained the Consultant to serve
as management and cannabis industry consultant, (ii) the Company agreed to pay
the Consultant $29,666.66 per month, and (iii) the Company agreed to issue the
Consultant or its assignee(s) non-qualified stock options (the "Options") to
purchase 3,000,000 shares of common stock of the Company, exercisable for five
(5) years from the Effective Date, having an exercise price per share equal to
the 10-day volume weighted average price (VWAP) of the Company's common stock
immediately preceding and including the Effective Date, and vesting upon the
earlier of (a) the Company's generation of $25,000,000 in annual revenue, (b)
two (2) years following the Effective Date, or (c) or a change of control of the
Company as defined in the Consulting Agreement. The Consulting Agreement can be
terminated by either party by providing 10 days' notice of termination to the
other party.
The foregoing description of the Consulting Agreement is qualified in its
entirety by the full text of the Consulting Agreement, which is filed as Exhibit
10.1 to, and incorporated by reference in, this report.
Item 3.02 Unregistered Sales of Equity Securities.
The information in Item 1.01 above is incorporated by reference into this Item
3.02. The Company will be issuing the Options to the Consultant or its
assignee(s) in reliance on the exemption from registration provided by Section
4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) promulgated
thereunder, as there has been and will be no general solicitation in connection
with the offering, and the transaction will not involve a public offering.
Item 9.01 Financial Statements and Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this
Current Report on Form 8-K.
Exhibit
No. Description
10.1 Consulting Agreement, by and between THC Therapeutics, Inc., and Five
Points Consulting, LLC, dated December 28, 2021
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