Item 1.01
| Entry into a Material Definitive Agreement.
|
On May 31, 2022, Rapid Therapeutic Science Laboratories, Inc. (the “Company”, “we” or “us”), entered into an Amendment, Waiver and Purchase Agreement (the “Agreement”) with an accredited investor (the “Purchaser”), pursuant to which the Company extended the maturity of its existing Convertible Debenture payable to the Purchaser, dated August 1, 2021, in the total amount of $1,941,176, until the completion of its planned public offering of securities, and entered into a new Convertible Debenture payable to the Purchaser in the gross amount of $411,764, on substantially equivalent terms.
Specifically, the Company has entered into various binding agreements with the Purchaser as follows: (i) Extended the maturity of the existing Convertible Debenture payable to the Purchaser, in the total amount of $1,941,176, to the earlier of a Qualified Offering (as defined) or unitl the Company’s Common Stock is listed on a “national securities exchange” as defined in the Exchange Act; (ii) Entered into a new Convertible Debenture payable to the Purchaser, in the gross amount of $411,764 (resulting in a net amount of $350,000), with a maturity of the earlier of a Qualified Offering (as defined) or unitl the Company’s Common Stock is listed on a “national securities exchange” as defined in the Exchange Act; (iii) Extended the expiration of the existing Common Stock Purchase Warrants granted to the Purchaser, dated August 1, 2021, to purchase a total of 194,118 shares of the Company’s Common Stock at an exercise price of $10.00 per share (subject to certain adjustments) from August 3, 2026 to August 3, 2028; and (iv) Entered into a new grant of Common Stock Purchase Warrants to the Purchaser, to purchase a total of 388,236 shares of the Company’s Common Stock at an exercise price of $10.00 per share (subject to certain adjustments) with an expiration date of August 3, 2028.
The closing of the transactions contemplated by the Agreement, including the sale of the new Convertible Debenture to the Purchaser and the issuance of the new Common Stock Purchase Warrants to the Purchaser, occurred on May 31, 2022.
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The foregoing summary of the Agreement, the new Convertible Debenture payable to the Purchaser, and the new grant of Common Stock Purchase Warrants issued to the Purchaser are qualified in their entirety, by reference to the Exhibits in this Current Report on Form 8-K.
This Current Report on Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.