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): May 4, 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 1.01 | Entry Into A Material Agreement. |
On May 4, 2021, Omnia Wellness Inc. (the “Company”) entered into an Allonge to Convertible Note (the “Extension”) with an existing lender (the “Lender”), which extended the maturity date of the loan with the Lender in the principal amount of $200,000 (the “Existing Loan”), to August 1, 2021.
As consideration for the Extension, the Company agreed to issue to the Lender 1,500,000 shares of its common stock (the “Consideration Shares”) and the original principal amount of the Existing Loan as of the date of the Extension was increased by 20%.
The foregoing is a brief description of the terms of the Extension and is qualified in its entirety by reference to the full text of the Extension.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth in Item 1.01 relating to the increase of the original principal amount of the Existing Loan is incorporated by reference into this Item 2.03.
| Item 3.02 | Unregistered Sales of Equity Securities |
As of May 4, 2021, the Company issued the Consideration Shares. The Consideration Shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as no general solicitation was used in the offer and sale of such securities.
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: May 10, 2021
| OMNIA WELLNESS INC. | ||
| By: | /s/ Steve Howe | |
| Name: | Steve Howe | |
| Title: | Executive Chairman | |