8-K

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): March 6, 2023

RENEWABLE INNOVATIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-55875	82-3254264
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

588 West 400 South, Suite 110

Lindon, UT 84042

(Address of principal executive offices) (zip code)

(801) 406-6740

(Registrant’s telephone number, including area code)

(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:

☐	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))

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 ☐

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. ☐

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On March 6, 2023 and March 7, 2023, we entered into a Securities Purchase Agreement, 10% Senior Secured Convertible Promissory Note, and Common Stock Purchase Warrant with six (6) investors. Pursuant to the agreements, we issued promissory notes with an aggregate face value of $630,000 and warrants to acquire an aggregate of 840,000 shares of our common stock at $1.00 per share. The promissory notes bear interest at the rate of 10% per annum, are secured by our assets, and are convertible into our securities in a subsequent financing at the lower of (a) 80% of the price in the subsequent financing, or (b) $0.75. If there is no conversion, the principal and all interest is payable in 12 months. The warrants are exercisable for 3 years and the holder can utilize cashless exercise provisions only if there is no effective registration statement covering the warrant shares in 12 months.

Section 3 – Securities and Trading Markets

Item 3.02 Unregistered Sale of Equity Securities.

The issuances described in Section 1.01 were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933.

Section 9 – Financial Statements and Exhibits.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Name and/or Identification of Exhibit
10.1	Form Securities Purchase Agreement
10.2	Form 10% Senior Secured Convertible Promissory Note
10.3	Form Common Stock Purchase Warrant
10.4	Form of Pledge and Security Agreement
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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 hereunto duly authorized.

	Renewable Innovations, Inc.
Dated: March 10, 2023	/s/ Robert L. Mount
	By:	Robert L. Mount
	Its:	Chief Executive Officer

3

EX-10.1

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

Senior Secured Convertible Notes

Common Stock Purchase Warrants

(March [●], 2023)

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is entered into on March [●], 2023 (the “Effective Date”) by and between Renewable Innovations, Inc., a Nevada corporation (the “Company”) and [●], a [●] (the “Purchaser”). The Company and the Purchaser shall each be referred to as a “Party” and collectively as the “Parties.”

AGREEMENT

1. PURCHASE OF NOTES AND WARRANTS: On the Closing Date (as hereinafter defined), subject to the terms and conditions set forth in this Agreement, the Purchaser hereby agrees to purchase, and the Company hereby agrees to sell, (a) a Senior Secured Convertible Promissory Note, the form of which is attached hereto as Exhibit A (the “Note”), in the principal amount of [●] Dollars ($[●]), and (b) Common Stock Purchase Warrants, the form of which is attached hereto as Exhibit B, to acquire that number of shares of Company common stock equal to the principal amount of the Note divided by $0.75 (the “Warrants” and, together with the Note, the “Securities”). The Purchase Price for the Securities (the “Purchase Price”) is equal to the principal amount of the Note.

The purchase and sale of the Securities is part of an offering to raise a minimum of One Million Dollars ($1,000,000) (the “Minimum Offering”) and a maximum of Two Million Dollars ($2,000,000) (the “Offering”). Investment amounts will be held in escrow at Clyde Snow & Sessions, PC, legal counsel to the Company, until the Minimum Offering has been raised (the “Initial Closing”). After the Initial Closing, closings may take place at any time at the discretion of the Company until the Offering is completed. If the Initial Closing has not taken place by March 1, 2023, any funds held in escrow will be returned to Purchasers.

The minimum investment amount by Purchaser is One Hundred Thousand Dollars ($100,000) (the “Minimum Investment”).

The Company may accept subscriptions exceeding the amount of the Offering, and may accept subscriptions in an amount less than the Minimum Investment, in its sole discretion. Subscriptions from officers, directors, and existing preferred stockholders of the Company, or their affiliates, will not be subject to the Minimum Offering amount and funds will be released to the Company immediately.

2. CLOSING AND DELIVERY:

(a) Upon the terms and subject to the conditions set forth herein, the consummation of the purchase and sale of the Securities (the “Closing”) shall be held on the date hereof, or at such other time mutually agreed upon between the constituent Parties (the “Closing Date”). The Closing shall take place at the offices of counsel for the Company set forth in Section 6 hereof, or by the exchange of documents and instruments by mail, courier, facsimile, email and wire transfer to the extent mutually acceptable to the Parties hereto.

Page 1 of 10

(b) At the Closing the Purchaser will deliver the Purchase Price to the Company, and the Company will deliver the Note and the Warrant to the Purchaser.

3. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY PURCHASER: The Purchaser hereby represents, warrants and agrees as follows:

(a) Purchase for Own Account. Purchaser represents that it is acquiring the Securities solely for its own account and beneficial interest for investment and not for sale or with a view to distribution of the Securities or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention.

(b) Ability to Bear Economic Risk. Purchaser acknowledges that an investment in the Securities involves a high degree of risk, and represents that they are able, without materially impairing their financial condition, to hold the Securities for an indefinite period of time and to suffer a complete loss of their investment.

(c) Access to Information. The Purchaser acknowledges that the Purchaser has been furnished with such financial and other information concerning the Company, the directors and officers of the Company, and the business and proposed business of the Company as the Purchaser considers necessary in connection with the Purchaser’s investment in the Securities. Purchaser has also had an opportunity to review (a) the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “Commission”) on December 1, 2022, and (b) the Company’s Current Report on Form 8-K/A, filed with the Commission on March 3, 2023 (collectively, the “SEC Reports”). As a result, the Purchaser is thoroughly familiar with the proposed business, operations, properties and financial condition of the Company and has discussed with officers of the Company any questions the Purchaser may have had with respect thereto. The Purchaser understands:

i. The risks involved in this investment, including the speculative nature of the investment;

ii. The financial hazards involved in this investment, including the risk of losing the Purchaser’s entire investment;

iii. The lack of liquidity and restrictions on transfers of the Securities; and

iv. The tax consequences of this investment.

Page 2 of 10

The Purchaser has consulted with the Purchaser’s own legal, accounting, tax, investment and other advisers with respect to the tax treatment of an investment by the Purchaser in the Securities and the merits and risks of an investment in the Securities.

(d) Securities Part of Private Placement. The Purchaser has been advised that the Securities have not been registered under the Securities Act of 1933, as amended (the “Act”), or qualified under the securities law of any state, on the ground, among others, that no distribution or public offering of the Securities is to be effected and the Securities will be issued by the Company in connection with a transaction that does not involve a public offering within the meaning of section 4(a)(2) of the Act and/or Regulation D as promulgated by the Commission under the Act, and under any applicable state blue sky authority. The Purchaser understands that the Company is relying in part on the Purchaser’s representations as set forth herein for purposes of claiming such exemptions and that the basis for such exemptions may not be present if, notwithstanding the Purchaser’s representations, the Purchaser has in mind merely acquiring the Securities for resale on the occurrence or nonoccurrence of some predetermined event. The Purchaser has no such intention.

(e) Purchaser Not Affiliated with Company. The Purchaser, either alone or with the Purchaser’s professional advisers, (i) are unaffiliated with, have no equity interest in, and are not compensated by, the Company, directly or indirectly; (ii) has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of an investment in the Securities; and (iii) has the capacity to protect the Purchaser’s own interests in connection with the Purchaser’s proposed investment in the Securities.

(f) Further Limitations on Disposition. Purchaser further acknowledges that the Securities are restricted securities under Rule 144 of the Act, and, therefore, if the Company, in its sole discretion, chooses to issue any certificates reflecting the ownership interest in the Securities, those certificates will contain a restrictive legend substantially similar to the following:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Page 3 of 10

Without in any way limiting the representations set forth above, Purchaser further agrees not to make any disposition of all or any portion of the Securities unless and until:

(i) There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or

(ii) There is an available exemption from the registration requirements of the Securities Act and the Purchaser shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration under the Act or any applicable state securities laws.

Notwithstanding the provisions of subparagraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such Purchaser to a partner (or retired partner) of Purchaser, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were Investors hereunder as long as the consent of the Company is obtained.

(g) Accredited Investor Status. Purchaser is an “accredited investor” as such term is defined in Rule 501 under the Act because Purchaser (or if Purchaser is an entity, all of the equity owners of Purchaser) either:

(i) has a net worth of at least $1,000,000 (for purposes of this question, Purchaser may include spouse’s net worth and may include the fair market value of home furnishings and automobiles, but must exclude from the calculation the value of Purchaser’s primary residence and the related amount of any indebtedness on primary residence up to the fair market value of the primary residence (any indebtedness that exceeds the fair market value of the primary residence must be deducted from net worth calculation)), or

(ii) had an individual income of more than $200,000 in each of the two most recent calendar years, and reasonably expects to have an individual income in excess of $200,000 in the current calendar year; or along with Purchaser’s spouse had joint income in excess of $300,000 in each of the two most recent calendar years, and reasonably expects to have a joint income in excess of $300,000 in the current calendar year.

For purposes of this Agreement, “individual income” means “adjusted gross income” as reported for federal income tax purposes, exclusive of any income attributable to a spouse or to property owned by a spouse: (i) the amount of any interest income received which is tax-exempt under Section 103 of the Internal Revenue Code of 1986, as amended, (the “Code”), (ii) the amount of losses claimed as a limited partner in a limited partnership (as reported on Schedule E of form 1040), (iii) any deduction claimed for depletion under Section 611 et seq. of the Code and (iv) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Sections 1202 of the Internal Revenue Code as it was in effect prior to enactment of the Tax Reform Act of 1986.

Page 4 of 10

For purposes of this Agreement, “joint income” means, “adjusted gross income,” as reported for federal income tax purposes, including any income attributable to a spouse or to property owned by a spouse, and increased by the following amounts: (i) the amount of any interest income received which is tax-exempt under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”); (ii) the amount of losses claimed as a limited partner in a limited partnership (as reported on Schedule E of Form 1040); (iii) any deduction claimed for depletion under Section 611 et seq. of the Code; and (iv) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Internal Revenue Code as it was in effect prior to enactment of the Tax Reform Act of 1986.

(h) Purchaser Authorization. The Purchaser, if not an individual, is empowered and duly authorized to enter into this Agreement under any governing document, partnership agreement, trust instrument, pension plan, charter, certificate of incorporation, bylaw provision or the like; this Agreement constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms; and the person signing this Agreement on behalf of the Purchaser is empowered and duly authorized to do so by the governing document or trust instrument, pension plan, charter, certificate of incorporation, bylaw provision, board of directors or stockholder resolution, or the like.

(i) No Backup Withholding. The Social Security Number or taxpayer identification shown in this Agreement is correct, and the Purchaser is not subject to backup withholding because (i) the Purchaser has not been notified that he or she is subject to backup withholding as a result of a failure to report all interest and dividends or (ii) the U.S. Internal Revenue Service has notified the Purchaser that he or she is no longer subject to backup withholding.

4. REPRESENTATIONS, WARRANTIES AND AGREEMENTS BY COMPANY: The Company hereby represents, warrants and agrees as follows:

(a) Organization. The Company is a corporation duly existing under the laws of the State of Nevada. The Company is qualified and licensed to do business in any jurisdiction in which the conduct of its business or its ownership of property requires that it be so qualified, except where the failure to be so qualified would not have a material adverse effect on the business, operations, condition (financial or otherwise), property or prospects of the Company (a “Company Material Adverse Effect”).

(b) Authorization. All corporate action on the part of the Company and its officers, directors and stockholders necessary for the authorization, execution, delivery and performance of all obligations of the Company under this Agreement have been taken. This Agreement, when executed and delivered by the Company, shall constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights and the enforcement of debtors’ obligations generally and by general principles of equity, regardless of whether enforcement is pursuant to a proceeding in equity or at law.

Page 5 of 10

(c) Absence of Conflicts. The execution, delivery and performance of this Agreement is not in conflict with nor does it constitute a breach of any provision contained in Company’s organizational documents, nor will it constitute an event of default under any material agreement to which the Company is a party or by which the Company is bound.

(d) Consents and Approvals. The Company has obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all governmental authorities and agencies that are necessary for the continued operation of the Company’s business as currently conducted, or are required by law.

(e) Capitalization. The authorized and outstanding share capital of the Company is described on Exhibit C. Except as set forth on Exhibit C, there are no subscriptions, convertible securities, options, warrants or other rights (contingent or otherwise) currently outstanding to purchase any of the authorized but unissued capital stock of the Company. Except as set forth in Exhibit C, the Company has no obligation to issue shares of its capital stock, or subscriptions, convertible securities, options, warrants, or other rights (contingent or otherwise) to purchase any shares of its capital stock or to distribute to holders of any of its equity securities, any evidence of indebtedness or asset. No shares of the Company capital stock are subject to a right of withdrawal or a right of rescission under any applicable securities law. Except as set forth in Exhibit C, there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company. To the knowledge of the Company, except as described in Exhibit C or otherwise contemplated by this Agreement, there are no agreements to which the Company is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under any applicable securities laws, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company. To the knowledge of the Company, there are no agreements among other parties, to which the Company is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company.

As defined in this Agreement, “knowledge” of the Company means the actual knowledge by a director or officer of the Company of a particular fact or circumstance.

(f) Litigation. There are no actions, suits, claims, investigations, arbitrations or other legal or administrative proceedings pending, or to the knowledge of the Company threatened, against the Company at law or in equity, that would have a Material Adverse Effect on the Company, and to Company’s knowledge, there is no basis for any of the foregoing. There are no unsatisfied judgments, penalties or awards against or affecting the Company or its businesses, properties or assets. The Company is not in default, and no event has occurred which with the passage of time or giving of notice or both would constitute a default by the Company with respect to any order, writ, injunction or decree known to or served upon the Company of any court or of any foreign, federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. There are no actions or suits by the Company pending or threatened against others.

Page 6 of 10

(g) Title to Property and Assets. The Company does not own any real property. The Company has good and marketable title to all of its personal property and assets free and clear of any material restriction, mortgage, deed of trust, pledge, lien, security interest or other charge, claim or encumbrance which would have a Company Material Adverse Effect. With respect to properties and assets it leases, the Company is in material compliance with such leases and holds a valid leasehold interest free of any liens, claims or encumbrances which would have a material adverse effect.

(h) Use of Proceeds. The proceeds from the sale of the Securities shall be used for the Company’s general working capital purposes, to include the purchase of inventory for in-house purchase orders and additional product development. The proceeds will not be used to repay debt or to pay accrued salary or bonuses to any officers, directors, employees or affiliates of the Company or to give credit or make advances to any affiliates of the Company.

(i) Taxes. The Company has filed all tax returns required to be filed by it. All such tax returns are, to the knowledge of the Company, complete and accurate in all material respects and were prepared in substantial compliance with all applicable laws and regulations. The Company has paid or caused to be paid all taxes due on such tax returns.

(j) Legal Opinion. The Company will pay the costs of its own legal counsel to issue a legal opinion for the resale and transfer of the shares of Common Stock underlying the conversion of the Note and exercise of the Warrants as soon as Purchaser is eligible to sell the securities pursuant to this Agreement, the Note and Warrant, and applicable securities laws.

5. INDEMNIFICATION: The Purchaser hereby agrees to indemnify and defend the Company and its officers and directors and hold them harmless from and against any and all liability, damage, cost or expense incurred on account of or arising out of:

(a) Any breach of or inaccuracy in the Purchaser’s representations, warranties or agreements herein;

(b) Any disposition of any Securities contrary to any of the Purchaser’s representations, warranties or agreements herein;

Page 7 of 10

(c) Any action, suit or proceeding based on (i) a claim that any of said representations, warranties or agreements were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Company or any director or officer of the Company under the Act, or (ii) any disposition of any Securities.

6. MISCELLANEOUS:

(a) Binding Agreement. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Nothing in this Agreement, expressed or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(b) Arbitration. If a dispute or claim shall arise between the Parties with respect to any of the terms or provisions of this Agreement, or with respect to the performance by any of the Parties under this Agreement, then the Parties agree that the dispute shall be arbitrated in Salt Lake County, Utah, before a single arbitrator, in accordance with the rules of the American Arbitration Association (“AAA”). The arbitrator shall have no power to alter or modify any express provisions of this Agreement or to render any award that by its terms affects any such alteration or modification. The Parties to the arbitration may agree in writing to use different rules and/or arbitrator(s). The parties agree that the judgment award rendered by the arbitrator shall be considered binding and may be entered in any court having jurisdiction as stated in this Agreement. Alternatively, the Parties agree to consider mediation prior to arbitration should a dispute arise. The provisions of this Paragraph shall survive the termination of this Agreement.

(c) Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Utah including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws.

(d) Venue. The parties submit to the jurisdiction of the Courts of the State of Utah or a Federal Court empaneled in the State of Utah, County of Salt Lake, for the resolution of all legal disputes arising under the terms of this Agreement, including, but not limited to, enforcement of any arbitration award.

(e) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(f) Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

Page 8 of 10

(g) Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the Party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, or (c) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent as follows:

If to the Company:	Renewable Innovations, Inc.
	588 West 400 South, Suite 100
	Lindon, UT 84042
	Attn: Robert L. Mount
	Email: bob@renewable-innovations.com
with a copy to:	Clyde Snow & Sessions, P.C.
	201 S. Main Street, Suite 2200
	Salt Lake City, UT 84111
	Attn: Brian A. Lebrecht
	Email: bal@clydesnow.com
If to Purchaser:
	Email:

or at such other address as the Company or Purchaser may designate by ten (10) days advance written notice to the other Party hereto.

(h) Modification; Waiver. No modification or waiver of any provision of this Agreement or consent to departure therefrom shall be effective unless in writing and approved by the Company and the Purchaser.

(i) Entire Agreement; Successors. This Agreement and the Exhibits hereto constitute the full and entire understanding and agreement between the Parties with regard to the subjects hereof, and replaces all understandings and agreements, written or oral, between the Parties and no Party shall be liable or bound to the other Party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein. The representations, warranties and agreements contained in this Agreement shall be binding on the Purchaser’s successors, assigns, heirs and legal representatives and shall inure to the benefit of the respective successors and assigns of the Company and its directors and officers.

(j) Expenses. Each Party shall pay their own expenses in connection with this Agreement. In addition, should either Party commence any action, suit or proceeding to enforce this Agreement or any term or provision hereof, then in addition to any other damages or awards that may be granted to the prevailing Party, the prevailing Party shall be entitled to have and recover from the other Party such prevailing Party’s reasonable attorneys’ fees and costs incurred in connection therewith.

(k) Currency. All currency is expressed in U.S. dollars.

[remainder of page intentionally left blank; signature page to follow]

Page 9 of 10

In Witness Whereof, the Parties have executed this Securities Purchase Agreement as of the date first written above.

“Company”	“Purchaser”
Renewable Innovations, Inc.,
a Nevada corporation
By: Robert L. Mount	[●]
Its: President

Page 10 of 10

Exhibit A

Form of Note

(see attached)

Exhibit B

Form of Warrant

(see attached)

EX-10.2

Exhibit 10.2

THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER.

RENEWABLE INNOVIATIONS, INC.

10% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

$[●] [●], 2023

FOR VALUE RECEIVED, Renewable Innovations, Inc., a Nevada corporation, its assigns and successors (the “Company”), hereby promises to pay to the order of [●], or its assigns (the “Holder”), in immediately available funds, the total principal sum of [●] ($[●]). The principal hereof and any unpaid accrued interest thereon shall be due and payable on or before 5:00 p.m., Mountain Time, on the date which is twelve (12) months from the date hereof (the “Maturity Date”) (unless such payment date is accelerated as provided in Section 6 hereof). Payment of all amounts due hereunder shall be made at the address of the Holder provided for in Section 7 hereof. Interest shall accrue at the rate of ten percent (10%) per annum on this Note from the date hereof and shall be paid, together with the principal sum, on the Maturity Date unless earlier prepaid by the Company pursuant to Section 1 or converted by the Holder pursuant to Section 2.

This Note is being issued pursuant to a Securities Purchase Agreement between the Company and Holder of even date herewith (the “Purchase Agreement”).

1. PREPAYMENT. The Company may at any time until the Maturity Date, upon ten (10) days written notice to Holder, prepay all or any part of the principal balance of this Note in cash, at a prepayment price equal to One Hundred Twenty Percent (120%) of the then-outstanding principal, provided that concurrently with each such prepayment the Company shall pay accrued interest on the principal, if any, so prepaid to the date of such prepayment. The ten (10) days written notice, and the end of the ten (10) day period, shall be referred to herein as a “Prepayment Notice” and a “Prepayment Date,” respectively.

2. CONVERSION.

2.1 Conversion.

2.1.1 Automatic Conversion. In the event that the Company issues and sells shares of its equity securities, or any security convertible into equity securities, to investors on or before the date which is ten (10) days before the Maturity Date in an equity financing resulting in gross proceeds to the Company of at least Five Million Dollars ($5,000,000.00) (an “Automatic Qualified Financing”), then the aggregate principal amount of this Note then outstanding, plus all accrued and unpaid interest, shall automatically convert in whole without any action by Holder into the same class of securities of such equity financing at the applicable Conversion Price as defined in Section 2.4(a) below. Notwithstanding the foregoing, in the event of an Automatic Qualified Financing, the Holder may elect to receive up to fifty percent (50%) of the principal amount of the Note then outstanding, in cash.

Page 1 of 6

2.1.2 Optional Conversion. During the last ten (10) days prior to the Maturity Date, if an Automatic Qualified Financing has not occurred, then the Holder may convert, in whole, the outstanding principal amount of the Note, plus accrued but unpaid interest, into the Company’s Common Stock at the applicable Conversion Price as defined in Section 2.4(b) below.

At least ten (10) days prior to the closing of an Automatic Qualified Financing, the Company will notify the Holder in writing of the terms of the Equity Securities that are expected to be issued in such financing.

2.3 Conversion Date; Conversion Price. The number of equity securities to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the Conversion Price (as defined below). In the event of an Optional Conversion, the election will be noticed by a Notice of Conversion, substantially in the form attached hereto as Exhibit A, delivered to the Company by Holder by facsimile, or other reasonable means of communication, dispatched prior to 5:00 p.m., Mountain Time on the business day before such conversion date (the “Conversion Date”), and in accordance with the terms of Section 7. The term “Conversion Amount” means, with respect to any conversion of this Note, the principal amount of this Note, plus any accrued but unpaid interest.

2.4 Conversion Price.

(a) The conversion price (the “Conversion Price”) in the event of an Automatic Qualified Financing shall be the lesser of (i) the product of the price per share in the Automatic Qualified Financing multiplied by 80%, and (ii) $0.75.

(b) The Conversion Price in the event of an Optional Conversion shall be $0.75.

2.5 Method of Conversion.

(a) Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company. It is specifically contemplated that the Company shall act as the calculation agent for conversions and repayments. In the event of any dispute or discrepancies, such records maintained by the Company shall be controlling and determinative in the absence of manifest error.

Page 2 of 6

(b) Upon receipt by the Company of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the securities issuable upon such conversion and the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Company defaults on its obligations under Section 6, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the securities or cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Company’s obligation to issue and deliver the certificates for shares of securities shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action by the Holder to enforce the same, any failure or delay in the enforcement of any other obligation of the Company to the Holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Company, and irrespective of any other circumstance which might otherwise limit such obligation of the Company to the Holder in connection with such conversion. The date of receipt (including receipt via facsimile) of such Notice of Conversion shall be the Conversion Date so long as it is received before 5:00 p.m., Mountain Time, on such date.

2.6 Market Stand-Off Agreement.

In connection with any conversion of the Note, the Holder shall not (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any securities of the Company, including (without limitation) shares of the Company’s Common or any securities convertible into or exercisable or exchangeable for Common Stock (whether now owned or hereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any securities of the Company, including (without limitation) shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether now owned or hereafter acquired), without the prior written consent of the Company. Such restriction (the “Market Stand-Off”) shall be in effect from the Conversion Date and shall extend for ninety (90) days thereafter (the “Lock-Up Period”). Notwithstanding the foregoing, if during the Lock-Up Period the Company’s common stock trades at least (i) one million shares a day, and (ii) One Million Dollars a day, for fifteen (15) consecutive trading days, then the restrictions imposed herein shall automatically terminate. The Holder further agrees to enter into any agreement reasonably required by the Company to implement the foregoing within any reasonable timeframe so requested.

3. EXTENSION OF MATURITY DATE. The Company may extend the Maturity Date, in its sole discretion, by up to ninety (90) days (the “Extension Period”). The interest rate during the Extension Period will be fifteen percent (15%) per annum.

4. TRANSFERABILITY. This Note shall not be transferred, pledged, hypothecated, or assigned by either party without the express written consent of the other Party. In the event any third party acquires a controlling interest in the Company or acquires substantially all of the assets of the Company (a “Reorganization Event”), this Note will survive and become an obligation of the party that acquires such controlling interest or assets. In the event of a Reorganization Event the Company agrees to make the party that acquires such controlling interest or assets, aware of the terms of this Section and this Note.

Page 3 of 6

5. RESERVATION OF SECURITIES. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuance upon the conversion of this Note, such number of shares of Common Stock as would be necessary to convert the entire amount due and owing under the terms of this Note if Holder elected to convert said amount under Section 2 hereof.

6. DEFAULT. The occurrence of any one of the following events shall constitute an Event of Default:

(a) The non-payment, when due, of any principal or interest pursuant to this Note;

(b) The material breach of any representation or warranty in this Note. In the event the Holder becomes aware of a breach of this Section 6(b), the Holder shall notify the Company in writing of such breach and the Company shall have five (5) business days after notice to cure such breach;

(c) The breach of any covenant or undertaking, not otherwise provided for in this Section 6;

(d) The commencement by the Company of any voluntary proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, receivership, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or the adjudication of the Company as insolvent or bankrupt by a decree of a court of competent jurisdiction; or the petition or application by the Company for, acquiescence in, or consent by the Company to, the appointment of any receiver or trustee for the Company or for all or a substantial part of the property of the Company; or the assignment by the Company for the benefit of creditors; or the written admission of the Company of its inability to pay its debts as they mature; or

(e) The commencement against the Company of any proceeding relating to the Company under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, receivership, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect, provided, however, that the commencement of such a proceeding shall not constitute an Event of Default unless the Company consents to the same or admits in writing the material allegations of same, or said proceeding shall remain undismissed for twenty (20) days; or the issuance of any order, judgment or decree for the appointment of a receiver or trustee for the Company or for all or a substantial part of the property of the Company, which order, judgment or decree remains undismissed for twenty (20) days; or a warrant of attachment, execution, or similar process shall be issued against any substantial part of the property of the Company.

Page 4 of 6

Upon the occurrence of any Default or Event of Default, the Holder, may, by written notice to the Company, declare all or any portion of the unpaid principal amount due to Holder, together with all accrued interest thereon, immediately due and payable, in which event it shall immediately be and become due and payable, provided that upon the occurrence of an Event of Default as set forth in paragraph (d) or paragraph (e) hereof, all or any portion of the unpaid principal amount due to Holder, together with all accrued interest thereon, shall immediately become due and payable without any such notice.

7. NOTICES. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be given in accordance with the notice provisions in the Purchase Agreement.

8. GOVERNING LAW; VENUE. This Note shall be governed by and construed under the laws of the State of Utah as applied to agreements among Utah residents, made and to be performed entirely within the State of Utah. The Parties agree that any action brought to enforce the terms of this Note will be brought in the appropriate federal or state court having jurisdiction over Salt Lake County, Utah, United States of America.

9. CONFORMITY WITH LAW. It is the intention of the Company and Holder to conform strictly to applicable usury and similar laws. Accordingly, notwithstanding anything to the contrary in this Note, it is agreed that the aggregate of all charges which constitute interest under applicable usury and similar laws that are contracted for, chargeable or receivable under or in respect of this Note, shall under no circumstances exceed the maximum amount of interest permitted by such laws, and any excess, whether occasioned by acceleration or maturity of this Note or otherwise, shall be canceled automatically, and if theretofore paid, shall be either refunded to the Company or credited on the principal amount of this Note.

10. MODIFICATION; WAIVER. No modification or waiver of any provision of this Note or consent to departure therefrom shall be effective unless in writing and approved by the Company and Holder. If any provision of this Note shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Note or the validity or enforceability of this Note in any other jurisdiction. This Note supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.

11. SECURITY. This Note shall be secured by certain assets of the Company pursuant to the terms and conditions of a Pledge and Security Agreement of even date herewith.

[remainder of page intentionally left blank; signature page to follow]

Page 5 of 6

IN WITNESS WHEREOF, the Company has signed and sealed this Note and delivered it as of the date first written above.

“Company”
Renewable Innovations, Inc.,
a Nevada corporation
By:	Robert L. Mount
Its:	President
Acknowledged by:
“Holder”
[●]
By:
Its:

Page 6 of 6

Exhibit A

Notice of Conversion

(To be Executed by the Registered Holder in order to Convert the Note)

The undersigned hereby irrevocably elects to convert $______________ of that certain 10% Senior Secured Convertible Promissory Note dated [●], 2023, into shares of [●] of the Company according to the conditions set forth in such Note, as of the date written below.

If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.

Date of Conversion:

Applicable Conversion Price:

Signature:
	[Print Name of Holder and Title of Signer]

Address:

SSN or EIN:

Shares are to be registered in the following name:

Name:

Address:

Tel:

Fax:

SSN or EIN:

Shares are to be sent or delivered to the following account:

Account Name:

Address:

Tel:

Fax:

SSN or EIN:

A

EX-10.3

Exhibit 10.3

THIS WARRANT AND THE SECURITIES UNDERLYING THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

Renewable Innovations, Inc.

COMMON STOCK PURCHASE WARRANT

THIS IS TO CERTIFY that, for value received, [●], an individual (the “Holder”) is entitled, subject to the terms and conditions set forth herein, to purchase from Renewable Innovations, Inc., a Nevada corporation (the “Company”) up to [●] ([●]) fully paid and nonassessable shares of common stock of the Company (the “Warrant Securities”) at the initial exercise price of one dollar ($1.00) per share, but subject to adjustment as provided in Section 3 below, (the “Exercise Price”).

This Note is being issued pursuant to a Securities Purchase Agreement between the Company and Holder of even date herewith (the “Purchase Agreement”).

1. Exercisability.

(A) This Warrant may be exercised at any time or from time to time beginning on date hereof (the “Trigger Date”) and ending on the date which is three (3) years after the Trigger Date. The Holder may exercise this Warrant by presentation and surrender hereof to the Company of a notice of election to purchase duly executed and accompanied by payment by the Exercise Price, which may be paid in cash or other consideration, including the waiver of all or a portion of the amount due to Holder pursuant to the Note.

Page 1 of 8

(B) Cashless Conversion of Warrants. Notwithstanding any provisions herein to the contrary, if the shares of Company’s Common Stock underlying the exercise of this Warrant have not been included in an effective Registration Statement with the Securities and Exchange Commission by the date that is twelve (12) months after the date hereof, the Holder may convert this Warrant into that number of shares of the Company’s Common Stock by surrender of this Warrant at the principal office of the Company together with the properly endorsed form of election to purchase in which event the Company shall issue to the holder hereof a number of shares of the Company’s Common Stock computed using the following formula:

X = Y (A-B)

A

Where X = the number of shares of the Company’s Common Stock to be issued to the Holder

Y =	the number of shares of the Company’s Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being canceled (at the date of such calculation)
A =	the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation)
B =	the Exercise Price

All references herein to an “exercise” of the Warrant shall include a conversion pursuant to this Section. For the purposes of the above calculation, the “Fair Market Value” of one share of the Company’s Common Stock as of a particular date shall mean:

(a) If traded on a securities exchange or the NASDAQ National Market, the Fair Market Value shall be deemed to be the closing price of the Common Stock of the Company on such exchange or market on the date in question. If there is no closing selling price for such Common Stock on the date in question, then the fair market value shall be the closing selling price on the last preceding date for which such a quotation exists;

(b) If actively traded over-the-counter, the Fair Market Value shall be deemed to be the closing bid price of the Common Stock of the Company on the date in question. If there is no closing bid price for such Common Stock on the date in question, then the Fair Market Value shall be the closing bid price on the last preceding date for which such a quotation exists;

(c) If the Company’s Common Stock is traded on multiple platforms, the Board of Directors of the Company shall determine the primary market for such Common Stock; and

(d) If there is no active public market, the Fair Market Value shall be the value thereof, as determined in good faith by the Company’s Board of Directors after taking into account such factors as the Board of Directors of the Company shall deem appropriate.

2. Manner of Exercise. In case of the purchase of less than all the Warrant Securities, the Company shall cancel this Warrant upon the surrender hereof and shall execute and deliver a new warrant of like tenor for the balance of the Warrant Securities. Upon the exercise of this Warrant, the issuance of certificates for securities, properties or rights underlying this Warrant shall be made forthwith (and in any event within three (3) business days thereafter) without charge to the Holder including, without limitation, any tax that may be payable in respect of the issuance thereof: provided, however, that the Company shall not be required to pay any tax in respect of income or capital gain of the Holder.

Page 2 of 8

If and to the extent this Warrant is exercised, in whole or in part, the Holder shall be entitled to receive a certificate or certificates representing the Warrant Securities so purchased, upon presentation and surrender to the Company of the form of election to purchase attached hereto duly executed, and accompanied by payment of the purchase price.

3. Adjustment in Number of Shares and Exercise Price.

(A) Adjustment for Reclassifications. In case at any time or from time to time after the issue date the holders of the Common Stock of the Company (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefore, other or additional stock or other securities or property (including cash) by way of stock split, spin-off, reclassification, combination of shares or similar corporate rearrangement (exclusive of any stock dividend of its or any subsidiary’s capital stock), then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 1, shall be entitled to receive the amount of stock and other securities and property which such Holder would hold on the date of such exercise if on the issue date he had been the holder of record of the number of shares of Common Stock of the Company called for on the face of this Warrant and had thereafter, during the period from the issue date, to and including the date of such exercise, retained such shares and/or all other or additional stock and other securities and property receivable by him as aforesaid during such period, giving effect to all adjustments called for during such period. In the event of any such adjustment, the Exercise Price shall be adjusted proportionally.

(B) Adjustment for Reorganization, Consolidation, Merger. In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at the time receivable on the exercise of this Warrant) after the issue date, or in case, after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or convey all or substantially all of its assets to another corporation, then and in each such case the Holder of this Warrant, upon the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities or property to which such Holder would be entitled had the Holder exercised this Warrant immediately prior thereto, all subject to further adjustment as provided herein; in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation.

Page 3 of 8

(C) Subsequent Equity Sales. If Company, as applicable, at any time and from time to time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of, sell or issue (or announce any offer, sale, grant or any option to purchase or other disposition of) any Common Stock (including any Common Stock issued under the Promissory Note of even date herewith issued pursuant to the Purchase Agreement, whether upon any type of conversion, preferred shares convertible into Common Stock, or debt, warrants, options or other instruments or securities which are convertible into or exercisable for shares of Common Stock (together herein referred to as “Equity Securities”), at an effective price per share less than the Exercise Price (such lower price, the “Base Share Price” and such issuance collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Equity Securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options, or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance), then (a) the Exercise Price shall be reduced and only reduced to equal the Base Share Price, and (b) the number of Warrant Shares issuable upon the exercise of this Warrant shall be increased to an amount equal to the number of Warrant Shares Investor could purchase hereunder for an aggregate Exercise Price, as reduced pursuant to subsection (a) above, equal to the aggregate Exercise Price payable immediately prior to such reduction in Exercise Price, provided that the increase in the number of Exercise Shares issuable under to this Warrant made pursuant to this Section 5.3 shall not at any time exceed a number equal to three (3) times the number of Exercise Shares issuable under this Warrant as of the Issue Date (for the avoidance of doubt, the foregoing cap on the number of Exercise Shares issuable hereunder shall only apply to adjustments made pursuant to this Section 5.3 and shall not apply to adjustments made pursuant to Sections 5.1, 5.2 or any other section of this Warrant). Such adjustments shall be made whenever such Common Stock or Equity Securities are issued. Company shall notify Investor, in writing, no later than the Trading Day following the issuance of any Common Stock or Equity Securities subject to this Section 5.3, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price, or other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not Company provides a Dilutive Issuance Notice pursuant to this Section 5.3, upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance, Investor is entitled to receive the increased number of Warrant Shares provided for in subsection (b) above at an Exercise Price equal to the Base Share Price regardless of whether Investor accurately refers to the Base Share Price in the Notice of Exercise. Additionally, following the occurrence of a Dilutive Issuance, all references in this Warrant to “Warrant Shares” shall be a reference to the Warrant Shares as increased pursuant to subsection (b) above, and all references in this Warrant to “Exercise Price” shall be a reference to the Exercise Price as reduced pursuant to subsection (a) above, as the same may occur from time to time hereunder.

(a) Notice of Adjustment. Without limiting any other provision contained herein, when any adjustment is required to be made in the number or kind of shares purchasable upon exercise of this Warrant, or in the Exercise Price, pursuant to the terms hereof, Company shall promptly notify Investor of such event and of the number of Warrant Shares or other securities or property thereafter purchasable upon exercise of this Warrant.

Page 4 of 8

(b) Exceptions to Adjustment. Notwithstanding the provisions of Sections 5.3 and 5.4, no adjustment to the Exercise Price shall be effected as a result of an Excepted Issuance. “Excepted Issuances” shall mean, collectively, (a) Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as any such issuances are not for the purpose of raising capital and in which holders of such securities or debt are not at any time granted registration rights, and (b) Company’s issuance of Common Stock or the issuance or grant of options to purchase Common Stock to employees, directors, officers and consultants, authorized by Company’s board of directors pursuant to plans or agreements which are authorized, constituted or in effect as of the Issue Date.

4. No Requirement to Exercise. Nothing contained in this Warrant shall be construed as requiring the Holder to exercise this Warrant prior to or in connection with the effectiveness of a registration statement.

5. No Stockholder Rights. Unless and until this Warrant is exercised, this Warrant shall not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company, or to any other rights whatsoever except the rights herein expressed, and, no dividends shall be payable or accrue in respect of this Warrant.

6. Exchange. This Warrant is exchangeable upon the surrender hereof by the Holder to the Company for new warrants of like tenor representing in the aggregate the right to purchase the number of Warrant Securities purchasable hereunder, each of such new warrants to represent the right to purchase such number of Warrant Securities as shall be designated by the Holder at the time of such surrender.

Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it and reimbursement to the company of all reasonable expenses incidental thereto, and upon surrender and cancellation hereof, if mutilated, the Company will make and deliver a new warrant of like tenor and amount, in lieu hereof.

7. Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of securities upon the exercise of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of fractional interests. All fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of securities, properties or rights receivable upon exercise of this Warrant.

Page 5 of 8

8. Reservation of Securities. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock or other securities, solely for the purpose of issuance upon the exercise of this Warrant, such number of shares of Common Stock or other securities, properties or rights as shall be issuable upon the exercise hereof. The Company covenants and agrees that, upon exercise of this Warrant and payment of the Principal Value, all shares of Common Stock and other securities issuable upon such exercise shall be duly and validly issued, fully paid, non-assessable and not subject to the preemptive rights of any stockholder.

9. Notices to Holder. If at any time prior to the expiration of this Warrant or its exercise, any of the following events shall occur:

(a) the Company shall take a record of the holders of any class of its securities for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of current or retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company; or

(b) the Company shall offer to all the holders of a class of its securities any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option or warrant to subscribe therefor; or

(c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business as an entirety shall be proposed

then, in any one or more said events, the Company shall give written notice of such event to the Holder at least fifteen (15) days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholder entitled to such dividend, distribution, convertible or exchangeable securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of closing the transfer books, as the case may be.

10. Transferability. This Warrant may not be transferred or assigned by the Holder without prior written approval by the Company.

11. Informational Requirements. The Company will transmit to the Holder such information, documents and reports as are generally distributed to stockholders of the Company concurrently with the distribution thereof to such stockholders.

12. Notice. All notices provided for in this Warrant shall be in accordance with the notice provisions of the Purchase Agreement.

13. Governing Law; Venue. This Warrant shall be governed by and construed under the laws of the State of Utah as applied to agreements among Utah residents, made and to be performed entirely within the State of Utah. The Parties agree that any action brought to enforce the terms of this Warrant will be brought in the appropriate federal or state court having jurisdiction over Salt Lake County, Utah, United States of America.

14. Successors. All the covenants and provisions of this Warrant shall be binding upon and inure to the benefit of the Company, the Holder and their respective legal representatives, successors and assigns.

15. Attorneys’ Fees. In the event any holder hereof shall refer this Warrant to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting collection hereunder, including reasonable attorney’s fees, whether or not suit is instituted.

[remainder of page intentionally left blank; signature page to follow]

Page 6 of 8

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed effective [●], 2023.

“Company”		“Holder”
Renewable Innovations, Inc.,
a Nevada corporation
By:	Robert L. Mount	[●]
Its:	President

Page 7 of 8

[FORM OF ELECTION TO PURCHASE]

Ladies and Gentlemen:

The undersigned hereby elects to exercise the warrant issued to it by Renewable Innovations, Inc. (the “Company”) pursuant to the Common Stock Purchase Warrant Agreement between the Company and ______________, dated _______ (the “Warrant Agreement”) and to purchase thereunder ___________ (________) shares of Common Stock of the Company (the “Shares”) at a purchase price of $1.00 per share or an aggregate purchase price of _______________ Dollars ($_______) (the “Purchase Price”).

Pursuant to the terms of the Warrant Agreement the undersigned has delivered the aggregate Purchase Price herewith in full in cash or other consideration, including the waiver of all or a portion of the amount due to Holder pursuant to the Note.

The certificate(s) or other instruments for such shares shall be issued in the name of the undersigned or as otherwise indicated below.

Signature:

[name]

[address]

Page 8 of 8

EX-10.4

Exhibit 10.4

PLEDGE AND SECURITY AGREEMENT

This Pledge and Security Agreement (this “Agreement”) is entered into on March [●], 2023 (the “Effective Date”) by and between [●], a [●] (the “Holder”) and Renewable Innovations, Inc., a Utah corporation (the “Pledgor”). The Holder and Pledgor shall each be referred to as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Pledgor is obligated to Holder under that certain 10% Senior Secured Convertible Promissory Note in the original principal amount of [●] Dollars ($[●]) (the “Note”) of even date herewith;

WHEREAS, Pledgor has entered into similar secured promissory notes with other parties, up to an aggregate of Two Million Dollars ($2,000,000) (the “Financing”) each of which is pari-passu with the Holder as it relates to the Collateral (as hereinafter defined);

WHEREAS, as security for the payment obligations of Pledgor under the Note, the Pledgor has agreed to execute and deliver to Holder this Agreement granting Holder a security interest in the Collateral (as hereinafter defined) as security for the repayment of the Note.

NOW THEREFORE, for good and valuable consideration, the receipt of sufficiency of which is hereby acknowledged by the Parties, the Parties hereto agree as follows:

AGREEMENT

1. CREATION OF SECURITY INTEREST

The Pledgor hereby grants to Holder a security interest in and lien upon the property described in Section 2 of this Agreement (the “Collateral”) to secure performance and payment of all of Pledgor’s obligations under the Note. Holder’s security interest and lien upon the Collateral is pari-passu with all other holders of similar Secured Promissory Notes who are part of the Financing.

2. COLLATERAL

As collateral for Pledgor’s obligations under the Note, the Pledgor hereby assigns and grants to Holder a first-priority lien and security interest in all right, title, interest, claims and demands of the Pledgor in and to the following property:

A.	All Accounts;
B.	All Chattel Paper;
C.	All Deposit Accounts and cash;
D.	All Documents;

Page 1 of 6

E.	All Equipment;
F.	All General Intangibles;
G.	All Goods;
H.	All Instruments;
I.	All Intellectual Property;
J.	All Inventory;
K.	All Investment Property;
L.	All Equipment; and
M.	All Letter-of-Credit Rights.

(collectively, the “Collateral”).

To the extent not otherwise included, all Proceeds and products of any and all of the foregoing, and all accessions to, substitutions and replacements for, and rents and profits of each of the foregoing.

The term “Intellectual Property” means all intellectual and similar property of every kind and nature now owned or hereafter acquired by the Pledgor, including inventions, designs, patents (whether registered or unregistered), copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade secrets, domain names, confidential or proprietary technical and business information, know-how, methods, processes, drawings, specifications or other data or information and all memoranda, notes and records with respect to any research and development, software and databases and all embodiments or fixations thereof whether in tangible or intangible form or contained on magnetic media readable by machine together with all such magnetic media and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing.

3. PLEDGOR’S REPRESENTATIONS AND WARRANTIES

Pledgor hereby represents and warrants to the Holder as follows:

(a) Clear Title To Units. The Pledgor represents that it is the sole owner of the Collateral, having good and marketable title thereto, free and clear of any and all liens, encumbrances, claims, or rights of others created by any acts or omissions of Pledgor, except for the security interest granted to Holder.

(b) Priority of Lien. This Agreement constitutes a valid and continuing lien on and security interest in the Collateral in favor of Holder, and is enforceable as such as against creditors of and purchasers from the Pledgor.

Page 2 of 6

4. EVENTS OF DEFAULT

The following events are Events of Default:

(a) Failure to Pay. The Pledgor does not pay when due any amount due under the Note or otherwise materially breaches the provisions thereof.

(b ) Limitations Regarding Collateral. The Pledgor sells, transfers, leases or otherwise disposes of the Collateral, other than in the ordinary course of business, or attempts, offers or contracts to do so, or the Pledgor creates, permits or suffers to exist any lien, security interest, encumbrance, claim or right in or to the Collateral other than those agreed to in advance by Holder (the “Other Encumbrances”). The Pledgor will, at his sole expense, defend the Collateral against and take such other action as is necessary to remove such Other Encumbrances and defend the right, title and interest of Holder in and to any of the Pledgor’s rights to the Collateral, including without limitation any proceeds and products thereof, against the claims and demands of all persons.

(c) Misrepresentation. Any representation or warranty made by the Pledgor herein or in the Note that proves to be untrue in any material respect, or any representation, statement, certificate or data furnished or made by the Pledgor hereunder or under the Note proves to have been untrue in any material respect, as of the date as of which the facts therein set forth were stated or certified.

5. HOLDER’S RIGHTS

(a) Rights of Holder Upon Default. If there is an Event of Default the Holder may, at its option and at any time thereafter do the following: (1) declare the entire aggregate amount of the Note then outstanding and the interest and other fees and expenses accrued thereon to be immediately due and payable without notice and without presentment, demand, protest, notice of protest, or other notice of default or dishonor of any kind, all of which are hereby expressly waived by the Pledgor; (2) require the Pledgor to assemble the Collateral and make it available to Holder at a place designated by Holder; (3) notify any account of the Pledgor and any other person who shares Holder’s interest in the Collateral; (4) request confirmation of the status of any account of the Pledgor upon which account the Pledgor is obligated; (5) require the Pledgor to obtain Holder’s prior written consent to any sale, agreement to sell, or other disposition of the Collateral; or (6) remedy any default or waive any default without waiving the default remedies and without waiving any other prior or subsequent default.

(b) Rights Under Uniform Commercial Code. Without limiting any of Holder’ rights and remedies under this Agreement, Holder may enforce the security interests and other liens given hereunder, and under the Note and documents referred to herein or contemplated hereby, pursuant to the applicable Uniform Commercial Code and any other applicable law including all legal and equitable remedies available to lenders generally.

(c) Payments of Taxes and Insurance. If the Pledgor fails to pay any taxes, assessments, insurance premiums, or other amounts due to third parties as required by the Pledgor on the Collateral, Holder may, in its discretion, and without prior notice to the Pledgor, make any such payment. Any payments made by Holder under this paragraph shall not constitute (i) an agreement by Holder to make similar payments in the future, or (ii) a waiver by Holder of any Event of Default under this Agreement. Holder need not inquire as to, or contest the validity of, any such expense, tax, security interest, encumbrance or lien, and the receipt of the notice for the payment thereof shall be conclusive evidence that the same was validly due and owing.

Page 3 of 6

(d) Rights and Remedies are Cumulative. All rights and remedies provided herein are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights or remedies otherwise provided by law. Any single or partial exercise of any right or remedy shall not preclude the further exercise thereof or the exercise of any other right or remedy.

6. ADDITIONAL PROVISIONS

(a) Notices. All notices provided for in this Agreement shall be in accordance with the Note.

(b) No Waiver; Cumulative Remedies. Holder shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies hereunder, and no waiver shall be valid unless in writing, signed by Holder. A waiver by Holder of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy, which Holder would otherwise have had on any future occasion. The rights and remedies hereunder provided are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights and remedies provided by law.

(c) Successors and Assigns. All covenants and agreements herein contained by or on behalf of the Pledgor shall bind its successors and assigns and shall inure to the benefit of the Holder and its successors and assigns. No Party may assign this Agreement or any instruments or documents executed in connection herewith or any of its respective rights hereunder without the prior written consent of the other Parties.

(d) Governing Law; Venue. This Agreement shall be governed by and construed under the laws of the State of Utah. The parties agree that any action brought to enforce the terms of this Agreement will be brought in the appropriate federal or state court having jurisdiction over Salt Lake County, Utah, United States of America. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Pledgor waives trial by jury. The prevailing Party shall be entitled to recover from the other Party its reasonable attorney’s fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each Party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or the Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

Page 4 of 6

(e) Severability. In the event any one or more of the provisions contained in this Agreement, the Note, or in any other instrument or document referred to herein or executed in connection with or as security for the Note, shall, for any reason, be held to be invalid, illegal or unenforceable, such provision(s) shall not affect any other provision of this Agreement, the Note, or any other instrument or document referred to herein or executed in connection with or as security for the Note.

(f) Defined Terms. Unless otherwise defined in this Agreement, terms used in this Agreement which are defined in the applicable Uniform Commercial Code are used with the meanings as therein defined.

(g) Entire Agreement. This Agreement, along with the Note, constitutes the full and entire understanding and agreement between the Parties with regard to the subjects hereof and no Party shall be liable or bound to the other Party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein. This Agreement may not be modified or amended except by a written instrument duly executed by all of the Parties.

(h) Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

[remainder of page intentionally left blank; signature page to follow]

Page 5 of 6

In Witness Whereof, the Parties have executed this Pledge and Security Agreement effective as of the date first written above.

“Pledgor”		“Holder”
Renewable Innovations, Inc.,
a Nevada corporation
By:	Robert L. Mount	[●]
Its:	President

Page 6 of 6

XML

Cover	Mar. 06, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 06, 2023
Entity File Number	000-55875
Entity Registrant Name	RENEWABLE INNOVATIONS, INC.
Entity Central Index Key	0001725516
Entity Tax Identification Number	82-3254264
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	588 West 400 South
Entity Address, Address Line Two	Suite 110
Entity Address, City or Town	Lindon
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84042
City Area Code	(801)
Local Phone Number	406-6740
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false