Home Bistro, Inc. acquired Gratitude Health, Inc. (OTCPK:GRTD) for $6 million in a reverse merger transaction on April 20, 2020. Pursuant to the terms and conditions of the merger transaction, all of the issued and outstanding shares of common stock of Home Bistro was exchanged for shares of common stock of Gratitude Health an all-stock transaction, resulting in Home Bistro becoming a wholly owned subsidiary of Gratitude Health. Subject to the terms and conditions of the merger agreement, each outstanding share of common stock of Home Bistro converted into the right to receive 15,100.3 shares of Common Stock. Accordingly, the aggregate consideration issuable in the Merger to the former security holders of Home Bistro is 767.8 million shares of Common Stock on a fully-diluted basis consisting of 546.4 million shares of Common Stock and warrants to purchase up to 221.4 million shares of Common Stock. Gratitude Health issued to Home Bistro shares of common stock and warrants, which represented approximately 80% of the combined company on a fully converted basis after the closing of the merger.  The shareholders of Gratitude Health retain approximately 20% of the issued and outstanding common stock of the resulting issuer, on a fully diluted basis. Further, Gratitude intends to effect a reverse stock split of its Common Stock on or before June 1, 2020 such that every holder of Common Stock shall receive 1 share of Common Stock for every 31.993 shares of Common Stock held and subject to required corporate and regulatory approvals. In connection with the merger, certain Gratitude Health shareholders entered into a Lock-Up and Leak-Out Agreement with Gratitude Health pursuant to which, among other thing, such shareholders agreed to certain restrictions regarding the resale of Common Stock for a period of two years from the date of the merger agreement. Following the acquisition, Gratitude Health, Inc. plans to change its name to "Home Bistro, Inc." and request a change to its ticker symbol as soon as possible and upon approval from the Secretary of State of Nevada and the Financial Industry Regulatory Authority. Prior the merger, Gratitude Health was solely engaged in manufacturing, selling and marketing functional RTD (Ready to Drink) beverages sold under the Company’s trademarks. As a result of the acquisition of Home Bistro, Gratitude Health will now also provide high quality, direct-to-consumer, ready-made meals at www.homebistro.com, and restaurant quality meats and seafood through its Colorado Prime brand. Effective on the closing of the merger transaction, the then current members of the Board of Directors of Gratitude Health and the current management of Gratitude Health have resigned. With respect of the Board, the current members were replaced by members appointed by Home Bistro and Gratitude Health and the existing management team of Home Bistro replaced the current management of Gratitude Health. Zalmi Duchman, the Chief Executive Officer of Home Bistro, Michael Finkelstein and Michael Novielli were appointed as Directors and Carlo Ricci as Chief Operating Officer of the resulting issuer. In addition, Zalmi Duchman was appointed Chief Executive Officer. On April 20, 2020, pursuant to the terms of the merger agreement, Roy G. Warren, Jr., Mike Edwards and Bruce Zanca resigned as Directors of Gratitude and Roy G. Warren, Jr. resigned as Chief Operating Officer of Gratitude. The transaction was completed subject to a number of conditions, including, but not limited to the execution of a definitive agreement; the completion of mutually satisfactory due diligence; and the receipt of all required regulatory, corporate and third-party approvals, including the approval of a majority of shareholders of Home Bistro, and the fulfillment of all applicable regulatory requirements and conditions necessary to complete the acquisition. Peter J. Gennuso of Faegre Baker Daniels LLP acted as legal advisor for Home Bistro, Inc. and Leslie Marlow of Gracin & Marlow, LLP and Barbara R. Mittman of Grushko & Mittman acted as legal advisor for Gratitude Health. Home Bistro, Inc. completed the acquisition of Gratitude Health, Inc. (OTCPK:GRTD) in a reverse merger transaction on April 20, 2020.