Item 1.01 Entry into a Material Definitive Agreement.

Effective January 11, 2021, Forza Innovations Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with Coventry Enterprises, LLC ("Coventry"), pursuant to which Coventry Enterprises purchased a 10% unsecured promissory Note (the "Note") from the Company in the principal amount of $180,000 of which $30,000 was retained by Coventry through an Original Issue Discount for due diligence and origination related to this transaction.

The Note carries "Guaranteed Interest" on the principal amount at the rate of 10% per annum for the twelve-month term of the Note for an aggregate Guaranteed Interest $18,000. The Principal Amount and the Guaranteed Interest shall be due and payable in seven equal monthly payments of $28,285.71 commencing on June 5, 2022 and continuing on the 5th day of each month thereafter until paid in full not later than January 5, 2023 (the "Maturity Date").

Upon an Event of Default (as such term is defined in the Note) or if the Company has an effective Regulation A Offering Statement, the Note shall become convertible, in whole or in part, into shares of Common Stock at the option of the Holder. The conversion price of the Note is 90% of the lowest per-share Trading Price per share for the 10 Trading Days preceding a Conversion Date.

The Company is also required to issue Coventry 200,000 shares of its Common Stock as well as 900,000 cashless warrants with an exercise price of $0.175. The issuance of the shares and warrants to Coventry will be issued in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended, afforded the Company under Section 4(a)(2) promulgated thereunder.

The foregoing description of the abovementioned Purchase Agreement and Note are not complete and are qualified in their entirety by reference to the text of the abovementioned agreements , which are attached to this Current Report on Form 8-K as Exhibit 10.1 and 10.2 and incorporated in this Item 1.01 by reference.

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement by a Registrant

The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 3.02 Unregistered Sales of Equity Securities

The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.





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Item 9.01 Exhibits



(d)  Exhibits



Exhibit Number Description of Exhibit
10.1             Securities Purchase Agreement with Coventry Enterprises, LLC
10.2             10% Promissory Note of Coventry Enterprises LLC




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