Item 3.02 Unregistered Sales of Equity Securities.
As previously disclosed, on August 23, 2022, Enviro Technologies U.S., Inc. (the
"Company") issued John A. DiBella a 6% unsecured convertible promissory note in
the principal amount of $815,565, convertible at the option of Mr. DiBella at
$0.06 per share, with a maturity date of September 6, 2023 (the "Payroll Note").
In addition, on September 6, 2022 the Company issued John A. DiBella a 6%
unsecured promissory note in the principal amount of $139,000, in satisfaction
of Mr. DiBella's advances to the Company with a maturity date of December 6,
2022 (the "Short Term Note"). Effective December 29, 2022 Mr. DiBella converted
$60,000 of the principal amount of the Payroll Note for 1,000,000 shares of
restricted common stock pursuant to the conversion terms of the Payroll Note
(the "Conversion Shares"), reducing the principal amount under the Payroll Note
to $755,565.
The issuance of the Conversion Shares was not registered under the Securities
Act of 1933, as amended, in reliance on an exemption from registration under
Section 3(a)(9) of the Securities Act, in that (a) the Conversion Shares are
being issued in connection with the partial conversion of the Payroll Note; (b)
there was no additional consideration of value being delivered by Mr. DiBella in
connection with the conversion; and (c) there are no commissions or other
remuneration being paid by the Company in connection with the conversion. The
Conversion Shares contain a legend restricting their transferability absent
registration or applicable exemption.
Item 8.01 Other Events.
To the extent required by this Item 8.01, the information included under Item
3.02 above is incorporated herein by reference. The Company and Mr. DiBella
agreed to amend the Short Term Note to provide for repayment in three equal
consecutive monthly installments, the initial payment due on December 31, 2022.
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