Item 1.01 Entry Into a Material Definitive Agreement.
Settlement Agreements
On February 4, 2022, we entered into a Settlement Agreement with each of Alex
Aliksanyan, our Chief Executive Officer and Director, William McLeod, our
Secretary and Director, Thomas Grbelja, our Chief Financial Officer and
Director, and Julio Fernandez, a former employee and current third-party service
provider, pursuant to which, among other things, each of the foregoing
individuals terminated all agreements with us, including any effective
employment agreements, and released us of any and all claims he may have had
against us, including for owed but unpaid compensation, and we agreed to issue
to each such individual a new compensation package consisting of restricted
common stock and warrants to purchase common stock.
Restricted Stock Award Agreements
On February 4, 2022, we issued a total of 1,375,000 shares of restricted common
stock to five service providers pursuant to Restricted Stock Award Agreements.
Each of Alex Aliksanyan, our Chief Executive Officer and Director, Thomas
Grbelja, our Chief Financial Officer and Director, William McLeod, our Secretary
and Director, Julio Fernandez, a third-party service provider, and Edward
Weaver, a third-party service provider, received an award of 275,000 shares of
restricted common stock.
Pursuant to the terms of the Restricted Stock Award Agreements, the restricted
common stock vests in a series of eight (8) successive equal quarterly
installments beginning on the date of grant, provided that the grantee
continuously provides services to us as an employee, officer, director,
contractor or consultant through the applicable vesting date. The foregoing
vesting schedule is subject to acceleration in the event of the service
provider's death, disability, termination without cause, or a change in control
of the Company.
The foregoing does not purport to be a complete description of the terms of the
Restricted Stock Award Agreements and is qualified in its entirety by reference
to the full text of the Form of Restricted Stock Award Agreement, which is
attached to this Current Report on Form 8-K as Exhibit 10.5 and is incorporated
herein by reference. Readers should review this agreement for a complete
understanding of the terms and conditions associated with the transaction.
Common Stock Purchase Warrants
On February 4, 2022, we issued Common Stock Purchase Warrants to five service
providers for the purchase of up to an aggregate of 9,025,000 shares of our
common stock. Alex Aliksanyan, our Chief Executive Officer and Director, was
issued warrants to purchase up to 2,525,000 shares of our common stock. Thomas
Grbelja, our Chief Financial Officer and Director, was issued warrants to
purchase up to 1,975,000 shares of our common stock. William McLeod, our
Secretary and Director, was issued warrants to purchase up to 575,000 shares of
our common stock. We issued to each of Julio Fernandez, a third-party service
provider, and Edward Weaver, a third-party service provider, warrants to
purchase up to 1,975,000 shares of our common stock.
Each Common Stock Purchase Warrant is exercisable, to the extent vested, for a
period of five years from the date of issuance, into shares of our common stock,
subject to a 9.99% beneficial ownership limitation, at an exercise price of
$0.0925 per share or by a cashless exercise in which the holder is entitled to
receive a number of underlying shares equal to the quotient obtained by dividing
(A-B) (X) by (A), where (A), (B) and (X) have the definitions set forth in the
Common Stock Purchase Warrant.
Pursuant to the terms of the Common Stock Purchase Warrants, 1/4th of the total
number of shares underlying the warrants will vest and become exercisable on the
first anniversary of the date of issuance, and an additional l/12th of the total
number of remaining shares underlying the warrants will vest and become
exercisable on each of the monthly anniversaries thereafter, in each case, so
long as the holder continues to be a service provider of us. The foregoing
vesting schedule is subject to acceleration in the event of the service
provider's death, disability, termination without cause or a change in control
of the Company.
The foregoing does not purport to be a complete description of the terms of the
Common Stock Purchase Warrants and is qualified in its entirety by reference to
the full text of the Form of Common Stock Purchase Warrant, which is attached to
this Current Report on Form 8-K as Exhibit 10.6 and is incorporated herein by
reference. Readers should review this agreement for a complete understanding of
the terms and conditions associated with the transaction.
Note Conversion and Warrant Amendment Agreements
On February 7, 2022, we issued a total of 1,336,343 shares of our common stock
to eight investors pursuant to Note Conversion and Warrant Amendment Agreements.
The investors included Alex Aliksanyan, our Chief Executive Officer and
Director, Thomas Grbelja, our Chief Financial Officer and Director, and William
McLeod, our Secretary and Director.
Pursuant to the terms of the Note Conversion and Warrant Amendment Agreements,
the participating holders converted and cancelled an aggregate of $69,554.07 in
principal and accrued interest under 10% senior convertible promissory notes
issued pursuant to a Securities Purchase Agreement dated as of December 10,
2020, as amended (the "SPA"), at a conversion price of $0.07 per share. The
conversion price per share of three third-party investors was reduced from (i)
$0.07 per share to $0.035 per share with respect to loans provided to us prior
to June 30, 2021, and (ii) with respect to loans provided to us after June 30,
2021, the lower of $0.07 and the price paid per share for equity securities by
investors in our next equity financing.
In addition, we and each participating holder amended the common stock purchase
warrant issued to such holder pursuant to the SPA to reduce the exercise price
per share from $0.10 per share to $0.02 per share.
Item 3.02 Unregistered Sale of Equity Securities.
On February 4, 2022, we issued a total of 1,375,000 shares of restricted common
stock to five service providers pursuant to Restricted Stock Award Agreements.
Each of Alex Aliksanyan, our Chief Executive Officer and Director, Thomas
Grbelja, our Chief Financial Officer and Director, William McLeod, our Secretary
and Director, Julio Fernandez, a third-party service provider, and Edward
Weaver, a third-party service provider, received an award of 275,000 shares of
restricted common stock. The issuances of restricted common stock were exempt
from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, and
the shareholders were all either accredited or sophisticated investors familiar
with our operations.
On February 4, 2022, we issued Common Stock Purchase Warrants to five service
providers for the purchase of up to an aggregate of 9,025,000 shares of our
common stock. Alex Aliksanyan, our Chief Executive Officer and Director, was
issued warrants to purchase up to 2,525,000 shares of our common stock. Thomas
Grbelja, our Chief Financial Officer and Director, was issued warrants to
purchase up to 1,975,000 shares of our common stock. William McLeod, our
Secretary and Director, was issued warrants to purchase up to 575,000 shares of
our common stock. We issued to each of Julio Fernandez, a third-party service
provider, and Edward Weaver, a third-party service provider, warrants to
purchase up to 1,975,000 shares of our common stock. The issuances of the Common
Stock Purchase Warrants were exempt from registration pursuant to Section
4(a)(2) of the Securities Act of 1933, and the holders were all either
accredited or sophisticated investors familiar with our operations.
On February 7, 2022, we issued a total of 1,336,343 shares of our common stock
to eight investors pursuant to Note Conversion and Warrant Amendment Agreements.
The investors included Alex Aliksanyan, our Chief Executive Officer and
Director, Thomas Grbelja, our Chief Financial Officer and Director, and William
McLeod, our Secretary and Director. The issuances of common stock were exempt
from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, and
the holders were all either accredited or sophisticated investors familiar with
our operations.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
relating to the terms of the Restricted Stock Award Agreements, Common Stock
Purchase Warrants and Note Conversion and Warrant Amendment Agreements is hereby
incorporated by reference into this Item 3.02.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Resignation of Officers
On February 4, 2022, William McLeod resigned his position as our Chief Executive
Officer, effective immediately, and Thomas Grbelja resigned his position as our
Secretary, effective immediately.
Appointment of Officers
On February 4, 2022, Alex Aliksanyan was appointed as our Chief Executive
Officer, effective immediately, and William McLeod was appointed as our
Secretary, effective immediately.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Settlement Agreement dated February 4, 2022 between
Nestbuilder.com Corp. and Alex Aliksanyan
10.2 Settlement Agreement dated February 4, 2022 between
Nestbuilder.com Corp. and Thomas Grbelja
10.3 Settlement Agreement dated February 4, 2022 between
Nestbuilder.com Corp. and William McLeod
10.4 Settlement Agreement dated February 4, 2022 between
Nestbuilder.com Corp. and Julio Fernandez
10.5 Form of Restricted Stock Award Agreement
10.6 Form of Common Stock Purchase Warrant
10.7 Form of Note Conversion and Warrant Amendment Agreements
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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