Form 8-K - Current report

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 9, 2024

Cryomass Technologies Inc
(Exact name of registrant as specified in its charter)

Nevada	000-56155	82-5051728
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

1001 Bannock St Suite 612, Denver CO		80204
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 303-416-7208

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of each Exchange on which Registered
None

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.

On January 9, 2024, Cryomass Technologies Inc (“Company” or “Licensor”) and RuberRock Inc (‘Licensee”) entered into an amendment, attached hereto as Exhibit 2.1(“Amendment”), to the Patent License and Equipment Rental Agreement dated August 18, 2023, by and between Company and Licensee (‘Agreement”).

The Amendment modifies the Agreement to, among other, remove any references to Minimum Quarterly Royalties, modifies the Territory License Fee, modifies the Monthly Royalties, and adds a revenue sharing provision.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 2.1 hereto, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

EXHIBIT 2.1		Amendment to the Patent License and Equipment Rental Agreement dated January 9, 2024

EXHIBIT 104		Cover Page Interactive Data File (embedded within the Inline iXBRL document)

NOTE REGARDING FORWARD LOOKING STATEMENTS

Any statements in this Current Report on Form 8-K or any exhibit hereto about future expectations, plans, and prospects for the Company, including statements about Company’s future expectations, beliefs, goals, plans, or prospects, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. In some cases you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “likely,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms.

These forward-looking statements involve risks, uncertainties, and assumptions that could cause actual performance or results to differ materially from those expressed or suggested by the forward-looking statements. If any of these risks or uncertainties materialize, or if any of Company’s assumptions prove incorrect, its actual results could differ materially from the results expressed or implied by these forward-looking statements. These risks and uncertainties include risks associated with: Company’s ability to achieve or maintain profitability, and to effectively manage its anticipated growth; and the risks described in the other filings Company makes with the Securities and Exchange Commission from time to time, including the risks described under the heading “Risk Factors” in Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and subsequent quarterly reports on Form 10-Q, and which should be read in conjunction with its financial results and forward-looking statements. All forward-looking statements in this Current Report on Form 8-K or any exhibit hereto are based on information available to Company as of the date hereof, and it does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

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.

Cryomass Technologies Inc

/s/ Christian Noël
Christian Noël
CEO

Date: January 16, 2024

Exhibit 2.1

AMENDMENT TO THE PATENT LICENSE AND EQUIPMENT RENTAL AGREEMENT

This January 9, 2024 Amendment (“Amendment”) to the Patent License and Equipment Rental Agreement ("Agreement") dated August 18, 2023 ("Effective Date") by and between CryoMass Technologies Inc, a Nevada corporation, with offices at 1001 Bannock Street, Suite 612 Denver, CO 80204 ("Licensor"), on the one hand, and RubberRock Inc, a California company with offices at 740 105th Ave, Oakland, CA 94603 and its affiliates (collectively, "Licensee") on the other hand (each a “Party” and collectively the “Parties”).

WITNESSETH

WHEREAS, on August 18, 2023, the Parties entered into the Agreement,

WHEREAS , on or about September 1, 2023 the Parties verbally agreed to amend Section 3.1 of the Agreement,

WHEREAS, on or about January 9, 2024, the Parties verbally agreed to further amend the Agreement,

WHEREAS, the Parties agree that Licensee wishes to become current with its contractual obligations, issue a first Licensee Financial Reporting as such is defined in the Agreement no later than January 29, 2024, and pay all accrued Monthly Royalties by February 2, 2024,

WHEREAS, the Parties now wish to memorialize such verbal agreements,

NOW THEREFORE, for and in consideration of the mutual covenants, conditions and undertakings hereinafter set forth, the parties hereby agree to amend the Agreement as follows:

AMENDMENT

	1.1	In Section 1.7, the words “,or any other processing activity within the facility,” shall be inserted after the word “Unit “ and before the word “Including”.

1.2

Sections 1.11 and 1.12 shall be deleted in their entirety, and any references to “Minimum Quarterly Royalties” in the Agreement shall be deleted and the respective sections shall be reworded accordingly to omit references to “Minimum Quarterly Royalties”.

	1.3	Section 2.4 shall be deleted and replaced with the following: “Licensor Personnel Access. At any time during the life of this Agreement upon 24 hours’ notice, Licensee shall give one or more designated Licensor administrative staff (“Licensor Administrative Staff”) full access to Licensee and Licensee Affiliates books, records, invoices, and facilities, as well as any Licensee client data and records disclosed to Licensee, for auditing purposes including, but not limited to: (i) verifying compliance with this Agreement, (ii) validating Gross Revenues, and (iii) verifying associated calculations. Licensor Administrative Staff shall have unlimited access to all physical and electronic records, including, but not limited to, Licensee bank account statements irrespective of the jurisdiction where the Licensee bank is located. Licensor undertakes to maintain confidential all information received in the course of interactions with Licensee except as needed to enforce Licensor rights under this Agreement. Further, with 72 hours’ notice to Licensee, Licensee shall give one or more Licensor authorized business partners, visitors and/or technical staff (“Licensor Invitees”) access to Licensee facilities to observe the Unit and, as needed, to test the Unit, demonstrate the Unit’s capabilities and make such technical modifications to the Unit as Licensor in its sole discretion may from time to time determine to be necessary.”

	1.4	Section 3.1 Territory License Fee shall be deleted and replaced with the following: “Territory License Fee and Revenue Sharing. Licensee agrees to pay Licensor a territory license fee (“Territory License Fee”) ~~of one hundred ($100,000)~~ payable in one payment as determined solely by Licensor. Licensor agrees to pay Licensee until termination of the Agreement ten percent (10%) of all revenue actually received and collected by Licensor resulting from the exploitation of additional Units deployed by Licensor in the Territory, which Units shall be deployed in Licensor’s sole discretion.”

	1.5	Section 3.3 shall be deleted and shall be replaced with the following: “Monthly Royalties. During the Term of this Agreement, Licensee shall pay Licensor monthly royalties ~~equal to Ten Percent (10%) of Gross Revenues (“Royalties”).”~~

	1.6	Section 4.3 shall be revised as follows: in subparagraph (b) the words “or any other processing activity” shall be added after the word “Activity”.

	1.7	Section 17.9 shall be revised as follows: the words “except that any Minimum Royalty Payment due during a period of a Force Majeure Event shall be adjusted on a pro-rata basis to accommodate for the failure or delay associated with the Force Majeure Event. For example, if a Minimum Royalty Payment of $120,000 is due for a 90-day period when a Party experienced a Force Majeure Event with a duration of 60 days, then the Minimum Royalty Payment would be adjusted on a one-time basis to $40,000.” shall be deleted and the words “until termination” shall be inserted instead after the word “continue”.

GENERAL PROVISIONS

All other terms and conditions of the Agreement remain unchanged and shall be read and interpreted in such manner to accommodate the amended terms. The Forum Selection, Disputes; Arbitration and Notices clauses shall also apply to any dispute, claim or controversy arising out of or relating to this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Amendment as of the day first written above.

LICENSOR:

CRYOMASS TECHNOLOGIES INC

BY:
	Christian Noël, Chief Executive Officer

LICENSEE:

RUBBERROCK, INC

BY:
	Kevin Ahaesy, President

Cover	Jan. 09, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 09, 2024
Entity File Number	000-56155
Entity Registrant Name	Cryomass Technologies Inc
Entity Central Index Key	0001533030
Entity Tax Identification Number	82-5051728
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1001 Bannock St Suite 612
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80204
City Area Code	303
Local Phone Number	416-7208
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false