Item 1.01 Entry into a Material Definitive
Agreement.
On May 19, 2022 (the “Issue Date”),
Home Bistro, Inc., a Nevada corporation (the “Company”), entered into that certain Securities Purchase Agreement dated
as of May 18, 2021 (the “SPA”), by and between the Company and Mast Hill Fund, L.P., a Delaware limited partnership
(the “Investor”). Pursuant to the SPA, among other things, the Company agreed to issue to the Investor (i) a convertible
note in the original principal amount of $500,000 (the “Note”) and (ii) a warrant to purchase up to 769,231 shares
of the Company’s common stock, par value $0.001 per share (the “Common Stock”) (the “Warrant”,
and together with the SPA and the Note, the “Agreements”). Upon closing, the Company received $410,000 in gross proceeds
from the Investor.
The Note matures on May 18, 2023. The Investor
may only convert the Note at any time on or following (i) the occurrence of an event of default under the Note or (ii) the date the Company
consummates an offering that results in the listing of the Company’s Common Stock on any national securities exchange on or before
180 calendar days after the Issue Date (an “Uplist Offering”). The per share conversion price into which the Note is
convertible into shares of Common Stock (the “Conversion Price”) is equal to $0.39, provided, however, that if the
Company consummates an Uplist Offering, then the Conversion Price shall equal 75% of the offering price per share of Common Stock (or
unit, if units are offered in the Uplist Offering) at which the Uplist Offering is made.
The obligations
under the Note are not secured by any assets of the Company.
The Warrant provides the Investor with the right
to purchase up to 769,231 shares of Common Stock at an exercise price of $0.65, provided, however, that if the Company consummates an
Uplist Offering, then the exercise price shall equal 120% of the offering price per share of Common Stock (or unit, if units are offered
in the Uplist Offering) at which the Uplist Offering is made. The right to purchase such shares of Common Stock under the Warrant is subject
to the adjustments and the Investor ownership limitations set forth therein, until the date which is the last calendar day of the month
in which the third anniversary of the Issue Date occurs.
The Note and the Warrant also provide the Investor
with certain “piggyback” registration rights, permitting them to request that the Company include the shares issued upon conversion
of the Note or exercise of the Warrant, respectively, for sale in certain registration statements filed by the Company under the Securities
Act of 1933, as amended (the “Securities Act”).
The
Agreements contain other provisions, covenants and restrictions common with this type of debt transaction, including a no shorting provision
preventing the Investor from taking a short position against the Company’s stock. Furthermore, the Company is subject to certain
negative covenants under the Agreements, which the Company also believes are also customary for transactions of this type.
The preceding summaries of the SPA, the Note and
the Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the SPA, the Note and the
Warrant, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by
reference.
The Agreements have been included as exhibits
to this Current Report on Form 8-K to provide investors and securityholders with information regarding certain of its terms. This information
is not intended to provide any financial or other information about the parties to the Agreements or their respective subsidiaries or
affiliates. The representations, warranties and covenants contained in the Agreements are made only for purposes of the Agreements and
as of the date of the Agreements, are solely for the benefit of the parties to the Agreements, may be subject to limitations agreed upon
by the parties, and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors.
Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual
state of facts or condition of the parties to the Agreements or any of their respective subsidiaries or affiliates. Moreover, information
concerning the subject matter of the representations, warranties and covenants may change after the date of the Agreements, and such subsequent
information may not be fully reflected in public disclosures by the parties to the Agreements. The information in the Agreements should
be considered in conjunction with the entirety of the factual disclosure about the Company in the Company’s public reports filed
with the Securities and Exchange Commission (the “SEC”).