Current Report Filing (8-k)
09 July 2021 - 8:01PM
Edgar (US Regulatory)
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)
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July 7, 2021
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Home
Bistro, Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
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000-56222
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27-1517938
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4014 Chase Avenue, #212, Miami Beach, FL 33140
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(Address of principal executive offices)
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Registrant’s telephone number, including area code
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(631) 964-1111
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N/A
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(Former name or former address, if changed since last report.)
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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 (see General Instruction A.2. below):
☐ 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
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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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. ☐
Section
1 – Registrants Business and Operations
Item
1.01 Entry into a Material Definitive Agreement
On
July 7, 2021, Home Bistro, Inc. (the “Company”) entered into an Agreement and Plan of Merger with the members of Model Meals,
LLC, acquiring Model Meals, LLC through a reverse triangular merger, whereby Model Meals, LLC merged with Model Meals Acquisition Corp.,
a wholly owned subsidiary of the Company, with Model Meals, LLC being the surviving entity (the “Acquisition”). As a result,
Model Meals, LLC became a wholly owned subsidiary of the Company, and the members of Model Meals, LLC received 2,008,310 shares of restricted
common stock and $60,000.
Section
3 - Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities.
Pursuant
to the Acquisition described above, the Company issued 2,008,310 shares of restricted common stock. The shares are subject to a 24 month
Lockup and Leak-Out Agreement and were issued pursuant to Section 4(a)(2) of the Securities Act.
SIGNATURE
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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Home Bistro Inc.
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(Registrant)
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Date:
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July 8, 2021
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By:
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/s/ Zalmi Duchman
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Name:
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Zalmi Duchman
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Title:
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Chief Executive Officer
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2
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