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 11, 2022
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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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 ☒
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 Definitive Agreement |
The information set forth in Item 2.03 in this Form 8-K regarding the Note (as defined in Item 2.03) is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
On January 11, 2022, Omnia Wellness Inc. (the “Company”) borrowed $725,000 (after a $25,000 original issue discount) (the “Loan”) from Formul8 Labs LLC (the “Lender”), an affiliate of Jainal Bhuiyan, the Company’s President and a director. The Loan is evidenced by a Discounted Promissory Note (the “Note”).
The Note bears interest at the rate of 12% per annum, and shall be payable on the 18-month anniversary of the issue date; provided, that interest on the Note will be paid monthly on the 1st of each month the Note is outstanding. The Note may be redeemed by the Lender in whole or in part, with 45 days prior written notice.
The Company intends to use the net proceeds from the Loan for its general working capital, and may include repayment of existing indebtedness.
The Note contains customary events of default. If any monthly interest payment is past due by more than 5 business days, a penalty of $100 per day will be added to the interest payment until paid.
The foregoing is a brief description of the term of the Note and is qualified in its entirety by reference to the full text of the Note.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit | | Description |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: January 13, 2022 | |
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| | OMNIA WELLNESS INC. |
| | | |
| | By: | /s/ Steve Howe |
| | Name: | Steve Howe |
| | Title: | Executive Chairman |
