Item 1.01. Entry into a Material Definitive Agreement.
On January 6, 2021, CFN Enterprises Inc. (the "Company") entered into a
Securities Purchase Agreement (the "Purchase Agreement") with several accredited
investors, including Brian Ross, the Company's President and Chief Executive
Officer, for the purchase of an aggregate of 10,500,000 shares of common stock
of the Company (the "Shares") at a purchase price of $0.04 per share for gross
proceeds of $420,000. The offering of the Shares closed on January 8, 2021. The
Shares were issued under the exemption provided by Section 4(a)(2) of the
Securities Act of 1933, as amended, as not involving a public offering.
Also on January 6, 2021, the Company entered into a Common Stock and Common Unit
Investment Agreement (the "Investment Agreement") with (i) Innovation Labs Ltd.,
a Delaware corporation (the "Corporation"), and (ii) Innovation Shares LLC, a
Delaware limited liability company (the "LLC"), for the purchase of common stock
of the Corporation and common units of the LLC, for an aggregate purchase price
of $200,000. The Company and the LLC previously entered into a Services
Agreement (the "Services Agreement") whereby the Company agreed to provide
services related to the LLC's ongoing marketing initiatives, social media
presence and press releases, and the Company agreed to identify the LLC's The
Cannabis ETF (NYSE:THCX) as the Company's exclusive cannabis and exchange traded
fund partner. Each of the LLC and Corporation agreed to issue common equity to
the Company in consideration of the services under the Services Agreement, that
when aggregated with the securities issued to the Company pursuant to the
Investment Agreement, each represent 9.99% of the issued and outstanding common
equity of the Corporation and the LLC.
The descriptions of the Purchase Agreement and the Investment Agreement are not
complete and each is subject to and qualified in its entirety by reference to
the form of Purchase Agreement and Investment Agreement, a copy of each of which
will be filed with the Company's Annual Report on Form 10-K for the year ended
December 31, 2020.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K
relating to the Purchase Agreement is incorporated into this Item 3.02 by
reference.
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