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) | July 12, 2021 |
| Home Bistro, Inc. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 000-56222 | 27-1517938 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 4014 Chase Avenue, #212, Miami Beach, FL 33140 |
| (Address of principal executive offices) |
| Registrant’s telephone number, including area code | (631) 964-1111 |
| N/A |
| (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 each 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 ☐
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 – Registrants Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On July 12, 2021, Home Bistro, Inc. (the “Company”) entered into a Membership Interest Purchase Agreement with the members of Homemade Meals, LLC, a, Delaware limited liability company, whereby the Company agreed to issue to 4,266,666 shares of the Company’s common stock in exchange for 100% of the membership interests of Homemade Meals, LLC. As a result, Homemade Meals, LLC has become a wholly owned subsidiary of the Company
Section 3 - Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
Pursuant to the Acquisition described above, the Company issued 4,266,666 shares of restricted common stock. The shares are subject to a 24 month Lockup and Leak-Out Agreement and were issued pursuant to Section 4(a)(2) of the Securities Act.
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SIGNATURE
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.
| Home Bistro Inc. | ||||
(Registrant) | ||||
| Date: | July 16, 2021 | |||
| By: | /s/ Zalmi Duchman | |||
| Name: | Zalmi Duchman | |||
| Title: | Chief Executive Officer | |||
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