VXIT Virexit Technologies Inc (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 25, 2024

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719 Jadwin Ave, Richland, WA 99352

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code 509-531-1671

N/A

(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:

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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. ☐

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

Item 8.01 Other Events.

On May 5, 2024, VirExit Technologies Inc. ("VirExit") entered into a Joint Venture Agreement with Early Ventures Group ("Early Ventures"), collectively referred to as the "Joint Venturers" or the "Parties." The principal terms of the Joint Venture are summarized as follows:

1. Joint Venture Name and Purpose

The Joint Venture will operate under the name VirExit Technologies Inc. The primary purpose of the Joint Venture is to market and sell a product named MaxClean. Each party owns a fractional interest in the Joint Venture, with VirExit holding a 60% interest and Early Ventures holding a 40% interest.

2. Principal Place of Business and Term

The principal place of business for the Joint Venture is located at 719 Jadwin Ave, Richland, Washington 99352. The Joint Venture shall commence on May 5, 2024, and continue until May 6, 2028, unless dissolved earlier upon the sale or disposal of the Joint Venture's assets and satisfaction of all debts.

3. Capital Contributions

VirExit has contributed $50,000 payable in VXIT Common Stock, while Early Ventures has not contributed any initial capital. The Joint Venturers may agree to make additional capital contributions as needed.

4. Profit and Loss Distribution

Profits and losses will be distributed based on the respective percentage interest in the Joint Venture: 60% to VirExit and 40% to Early Ventures.

5. Duties and Powers of Joint Venturers

6. Confidential Information

The Agreement includes provisions for handling Confidential Information, Technology, Technology Improvements, and Intellectual Property Rights.

7. Deadlock Resolution and Transfers of Interests

The Agreement outlines procedures for resolving deadlocks between the Joint Venturers and restrictions on transferring interests without prior written consent from the other party.

8. Termination

Upon termination or dissolution of the Joint Venture, the assets will be liquidated, and proceeds will be distributed according to the Joint Venturers' interests.

9. Governing Law

The Agreement is governed by the laws of the State of Washington.

Demonstrated Onsite 3^rd Party Lab Tested Effectiveness of the MaxClean 756 Air and Surface Purification

MaxClean Clean Global 756, LLC conducted a test pilot study with a school in Minneapolis, MN to evaluate the effectiveness of the MaxClean 756 Air and Surface Purification system. The study measured airborne and surface microbial contamination before and during the treatment with MaxClean 756. The detailed results are summarized as follows:

A. Air Sample Analysis

B. Surface Contact Swab Analysis

Target Quality Levels

The MaxClean 756 system significantly reduced both air and surface microbial contamination levels, bringing them within acceptable standards for school environments.

Description of Scientific Air Solutions 3rd Party Lab

Scientific Air Solutions is an independent laboratory specializing in testing and evaluating air and surface purification technologies. Their testing process is thorough and designed to ensure unbiased and accurate results. Here’s an overview of their 3rd party lab testing process:

1. Testing Environment Setup

2. Baseline Measurement

3. Implementation of Purification Technology

4. Post-Installation Measurement

5. Data Analysis

6. Reporting and Recommendations

7. Compliance and Certification

Summary

Scientific Air Solutions’ 3rd party lab testing is a rigorous process that ensures accurate and reliable assessment of air and surface purification technologies. Their independent evaluations provide valuable data that can help organizations make informed decisions about implementing these technologies to improve indoor air quality.

Example Report Sections

A typical report from Scientific Air Solutions might include:

This structured approach ensures transparency and reliability in the testing and reporting process.

Virexit Technologies MaxClean 756 Air and Surface Purification Market Drivers

The U.S. indoor air quality market experiences significant growth, fueled by heightened awareness and increased investments, projected to surpass $11.9 billion by 2027 according to BCC Research. With rising health consciousness and regulatory concerns, key segments like air purifiers and ventilation systems thrive, making clean indoor air a booming industry across residential, industrial, and commercial sectors.

Key Drivers of U.S. Indoor Air Quality Market

Growing Awareness and Demand: The increasing awareness among consumers about the importance of indoor air quality drives the demand for IAQ products. People are becoming more conscious of the impact of air pollutants on health, leading to a surge in interest for effective solutions.

Improving Business Economic Factors: Maintaining and upgrading aging infrastructure can be costly, but the health and productivity benefits of improved IAQ can outweigh these costs. Poor IAQ can lead to increased health issues, driving up healthcare costs and reducing productivity. Modern air quality systems are more energy-efficient, leading to cost savings over time.

Aging Building Infrastructure: Many older schools and public buildings have been identified as having poor air quality due to aging infrastructure. Investments in air quality improvements have shown significant health benefits for students and staff. Commercial real estate, such as the majority of older office buildings cause occupants of a building to experience acute health or comfort-related effects that seem to be linked directly to the time spent in the building. This is referred to as Sick Building Syndrome (SBS) and modern air quality technologies are being retrofitted to attract and retain tenants who are increasingly aware of IAQ issues.

Government Regulations: Supportive government regulations play a crucial role in improving indoor air quality. These regulations encourage the adoption of IAQ products and practices, ensuring healthier living and working environments.

Rising Air Pollution: The escalation of indoor air pollution due to various factors—such as emissions from household appliances, chemicals, and dust—has intensified the need for IAQ solutions. People seek ways to mitigate the adverse effects of poor air quality.

Black Mold Concerns: The potential dangers associated with black mold (Stachybotrys chartarum) have heightened the demand for IAQ products. Mold infestations can lead to respiratory issues and other health problems, prompting individuals to invest in mold prevention and remediation measures. Moisture control and water leaks in pipes and buildings contribute to mold growth and compromised air quality.

Bioterrorism Preparedness: Unexpected incidents like bioterrorism attacks underscore the importance of IAQ. In such emergencies, effective air filtration and purification systems become critical for safeguarding public health.

Respiratory Health: The prevalence of infectious respiratory diseases, including allergies, asthma, and respiratory infections, drives the adoption of IAQ solutions. Clean air is essential for preventing and managing these conditions.

Construction and Renovation Impact: During construction or renovation activities, dust, volatile organic compounds (VOCs), and other pollutants are released. IAQ measures become vital to minimize exposure during these processes.

Electronics and Off-Gassing: The proliferation of electronic equipment in homes and workplaces leads to off-gassing of chemicals. IAQ products help mitigate the impact of these emissions, ensuring healthier indoor environments.

Virexit Technologies MaxClean 756 Business Verticals Include: Schools, Colleges, Universities, Gyms, Fitness Centers, HealthCare Facilities, Government and Commercial Facilities, Places of Worship

MaxClean 756 Business Verticals Growth Strategy:

Schools, Colleges and Universities

Total Number of Operating US School Districts – 19,204

Total Number of Operating US Schools - 99,409 + Admin Facilities

Total Number of Students - 49,514,913

Total Number of School Admin and Instructional Staff – 6,795,470

Total Number of US Academic Colleges and Universities - 5916 with numerous facilities/dormitories

Source - https://nces.ed.gov/ccd/tables/202223_summary_2.asp

Source - https://nces.ed.gov/programs/digest/d23/tables/dt23_213.10.asp

Source - https://www.edsmart.org/how-many-colleges-are-in-the-us/

Objective: Implement the MaxClean 756 by Air and Surface Purification technology across school districts to improve indoor air quality, ensure the health and safety of students and staff, and enhance overall productivity and performance.

Phase 1: Pilot Study

Phase 2: Test-Case Implementation in One School

Phase 3: Full Adoption Across the School District

Implementing the MaxClean 756 by technology in school districts is a multi-phase process that begins with a pilot study, progresses to a test-case implementation, and culminates in full adoption across the district. By systematically evaluating air quality improvements, cost savings, energy efficiency, and productivity gains, school districts can make informed decisions to ensure the long-term health and safety of their students and staff.

MaxClean 756 for Long Term Care Facilities Growth Strategies

As of 2024, there are approximately 65,600 regulated long-term care facilities in the United States. These facilities encompass various types of care environments, including nursing homes, assisted living facilities, and other residential care communities. The demand for long-term care facilities is driven by an aging population, increasing life expectancies, and a higher prevalence of chronic health conditions among the elderly

These facilities provide critical services to a growing number of older adults, many of whom require assistance with daily activities and medical care. The long-term care industry is expected to continue expanding to accommodate the needs of the aging baby boomer generation and the subsequent increase in the elderly population

VHCA-VCAL Trade Show Overview (https://www.vhca.org/events/exhibitor-sponsorship-information/)

The Virginia Health Care Association-Virginia Center for Assisted Living (VHCA-VCAL) Trade Show is a premier event for businesses to present their services and products to decision-makers, purchasing officers, and other key stakeholders in Virginia's nursing centers and assisted living communities. This trade show provides an excellent platform for businesses to showcase innovative solutions, network with industry professionals, and engage directly with potential clients and partners.

VHCA-VCAL Trade Show Plan for Engaging Decision-Makers, Purchasing Officers, and other Key Stakeholders

1. Pre-Show Preparation

2. Booth Presentation and Engagement

3. Networking and Building Relationships

4. Measurement and Analysis

Planned participation in Trade Shows like VHCA-VCAL Trade Show presents a valuable opportunity for MaxClean 756 to connect with key decision-makers in Virginia's long-term care industry. By implementing a well-defined business strategy that includes thorough preparation, engaging booth presentation, proactive networking, and effective follow-up, MaxClean 756 can significantly enhance its presence in the market and drive business growth.

VirExit Technologies Bloomberg - Fox Business National TV Campaign Package with New To The Street, LLC

On July 19, 2024 VirExit Technologies, Inc. agree upon the terms with New To The Street Group LLC for a comprehensive media campaign to be featured on Bloomberg and Fox Business networks. New To The Street is a television show that profiles public companies, markets their products and services, and provides business news. NewToTheStreetTV's YouTube channel (https://www.youtube.com/@NewtotheStreetTV/videos ) boasts over 1.1m+ followers The show airs on multiple US networks and has recently completed its 575th episode, celebrating 15 years in business.

The media campaign aims to enhance the Company's visibility and engagement with investors and customers through a strategic combination of TV interviews, commercials, social media outreach, and digital distribution. Key components of the campaign include:

The Company believes this strategic partnership will significantly boost its market presence and investor awareness expected over the coming months.

The agreement with Early Ventures Group is attached hereto as Exhibit 99.1

The full lab report, including detailed data and analysis, is attached hereto via link to Virexit Technologies website as Exhibit 99.2.

July 18, 2024 Accesswire Press Release attached hereto via link as Exhibit 99.3

The Pitch Deck for New To the Street Group LLC, attached hereto via link to Virexit Technologies website as Exhibit 99.4

The MaxClean 756 PoC proposal framework is attached hereto via link to Virexit Technologies website as Exhibit 99.5

The previously stated and foregoing summaries do not purport to describe all material terms of each such described under 8.01 item. This report contains forward-looking information within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the of the Securities Exchange Act of 1934, including statements that include the words believe, expects, anticipates, plan, or similar expressions. Such forward-looking statements involve known and unknown risks, and other factors that may cause the actual results, performance, or achievements of the Company to differ materially from those expressed or implied by such forward-looking statements.

The information in this Current Report on Form 8-K with respect to Item 8.01 (including the agreements, lab report, and press release attached hereto as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5) is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K (including Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5) will not be deemed an admission as to the materiality of any information contained herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.

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