8-K 1 form8-k.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): January 26, 2021

 

OMNIA WELLNESS INC.

(Exact Name of Registrant as Specified in Charter)

 

Nevada   333-211986   98-1291924

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

999 18th Street

Suite 3000

Denver, Colorado 80202

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (303) 325-3738

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities Registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of exchange on which registered
N/A   N/A   N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

 
 

 

Item 1.01Entry Into A Material Agreement.

 

The information set forth in Item 2.03 is incorporated by reference into this Item 1.01.

 

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

 

On January 26, 2021, Omnia Wellness Inc. (the “Company”) entered into a convertible promissory note (the “Note”) with an investor (the “Lender”) who loaned to the Company $250,000 (the “Loan”). The Loan has an original principal amount (OID) of $275,000.

 

The Company intends to use the net proceeds from the Loan for the Company’s working capital and general corporate purposes.

 

The Note will be payable on July 21, 2021 (the “Maturity Date”). All of the outstanding principal amount on the Note shall convert into common stock of the Company at any time before the Maturity Date, at the option of the Lender, at a 15% discount to a price based on daily volume weighted average price of the Company’s common stock during the twenty trading day period ending on the latest complete trading day prior to the conversion date.

 

The Note contains customary events of default, which, if uncured, entitle the Lender to accelerate the due date of the unpaid principal amount of the Note.

 

The foregoing is a brief description of the terms of the Note and is qualified in its entirety by reference to the full text of the Note, the form of which is included as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit   Description
99.1   Convertible Promissory Note

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: February 1, 2021

 

  OMNIA WELLNESS INC.
     
  By: /s/ Steve Howe
  Name:  Steve Howe
  Title: Executive Chairman