APPB Applied Biosciences Corporation (CE)

Item 1.01 Entry into a Material Definitive Agreement.

On October 15, 2018, Applied BioSciences Corp. (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Triton Funds, LP, a Delaware limited partnership (the “Purchaser”), pursuant to which the Purchaser has the right to right to purchase up to $1,000,000 of shares of common stock (the “Shares”) of the Company at a purchase price equal to 75% of the lowest closing price of the common stock of the Company on the over-the-counter markets for the five business days prior to a purchase. The Purchaser, however, will not have the right to purchase more than $300,000 shares of common stock of the Company every 30 business days. The Company has the right to terminate the Purchase Agreement at any time, and the Purchase Agreement shall terminate automatically on June 30, 2019, unless earlier terminated. The Purchase Agreement also contains customary representations, warranties, and covenants by, among, and for the benefit of the parties.

On October 15, 2018, the Company also entered into a Registration Rights Agreement with the Purchaser, pursuant to which the Company shall register the Shares for resale by the Purchaser, on a Form S-1 (the “Form S-1”), which shall be filed with the Securities and Exchange Commission not later than November 15, 2018. The Registration Rights Agreement also contains customary representations, warranties, and covenants by, among, and for the benefit of the parties.

On October 15, 2018, the Company also entered into a non-binding letter agreement, pursuant to which it stated its intent to issue 25,000 shares of common stock to the Purchaser, pursuant to a Share Donation Agreement to be entered into by and between the Company and the Purchaser at a future, unspecified date. The Company anticipates making the issuance of 25,000 shares on a date before December 31, 2018. The 25,000 shares, when issued, will be subject to registration on the Form S-1.

The Company’s offering of the Shares to the Purchaser is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Act (in that the Shares were offered by us in a transaction not involving any public offering) and pursuant to Rule 506 of Regulation D, promulgated thereunder.