HOMETOWN INTERNATIONAL, INC. (Form: 8-K, Received: 03/20/2020 16:59:17)

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): March 18, 2020

HOMETOWN INTERNATIONAL, INC.

(Exact name of Company as specified in its charter)

Delaware		333-207488		46-5705488
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

25 E. Grant Street

Woodstown, NJ, 08098

(Address of principal executive offices) (Zip Code)

(856) 759-9034

(Registrant's Telephone Number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

☐

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		Trading Symbols		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities 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. Registrant’s Business and Operations

Item 1.01 Entry into a Definitive Material Agreement.

On March 18, 2020, Hometown International, Inc., a Nevada corporation (the “Company”), entered into a Debt Exchange Agreement (the “Agreement”) with Europa Capital Investments, LLC, a North Carolina limited liability company (the “Lender”), pursuant to which $100,000 of the principal amount of debt owed by the Company to the Lender was converted to 100,000 shares of the Company’s common stock (the “Conversion Shares’). The Lender had acquired the debt from other lenders to the Company. The remaining principal balance owed to the Lender in the amount of $44,978.54, plus any accrued and unpaid interest, is due and payable on December 31, 2020.

The foregoing description of the Debt Exchange Agreement is not complete and is qualified in its entirety by reference to the full text of the Debt Exchange Agreement, a copy of which is attached hereto as Exhibit 10.3.

Section 3 – Securities and Trading Markets

Item. 3.02 Unregistered Sales of Equity Securities.

Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.

The issuance of the Conversion Shares was made pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). However, given the relationship between the Company and the Lender, the shares were issued with a restrictive legend.

Section 8. Other Events

Item 8.01 Other Events.

Share Repurchases

On March 18, 2020 the Company repurchased an aggregate of 38,336 shares of the Company’s common stock (the “Repurchased Shares”) from a total of 11 shareholders, at a purchase price of $1.00 per share. The Repurchased Shares were returned to the Company’s number of authorized but unissued shares of common stock.

As a result of the issuance of the 100,000 Conversion Shares to the Lender, and the repurchase by the Company of the 38,336 Repurchased Shares, the Company currently has 5,297,004 shares of common stock issued and outstanding.

Warrants

On March 18, 2020, the Board of Directors of the Company authorized the issuance of warrants to the shareholders of record as of March 31, 2020. As of such date, the Company shall send each shareholder of record (i) five Class A Warrants entitling the holder thereof to purchase five shares of common stock at an exercise price of $1.25 per share, (ii) five Class B Warrants entitling the holder thereof to purchase five shares of common stock at an exercise price of $1.50 per share, (iii) five Class C Warrants entitling the holder thereof to purchase five shares of common stock at an exercise price of $1.75 per share and (iv) five Class D Warrants entitling the holder thereof to purchase five shares of common stock at an exercise price of $2.00 per share, with each warrant expiring on March 31, 2035 (collectively, the “Warrants”). The distribution of the Warrants to the shareholders of the Company as of March 31, 2020 will be pursuant to an exemption from registration under the Securities Act.

The foregoing description of the Warrants is not complete and is qualified in its entirety by reference to the full text of the Class A Warrants, the Class B Warrants, the Class C Warrants and the Class D Warrants, copies of which are attached hereto as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit
4.1		Form of Class A Warrant
4.2		Form of Class B Warrant
4.3		Form of Class C Warrant
4.4		Form of Class D Warrant
10.3		Debt Exchange Agreement, dated March 18, 2020 by and between Europa Capital Investments, LLC and Hometown International, Inc.

SIGNATURES

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.

	Hometown International, Inc. (Registrant)

Date: March 20, 2020	By:	/s/ Paul F. Morina
		Paul F. Morina Chief Executive Officer and Chief Financial Officer

Exhibit 4.1

HOMETOWN INTERNATIONAL, INC.

CLASS A COMMON STOCK PURCHASE WARRANT

THE WARRANT REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT.

WARRANT CERTIFICATE

THIS WARRANT CERTIFICATE (the “Warrant Certificate”) certifies that for value received, ___________________ (the “Holder”), is the owner of this warrant (the “Warrant”), which entitles the Holder to purchase at any time on or before the Expiration Date (as defined below) ________________________ (__________) shares (the “Warrant Shares”) of fully paid non-assessable shares of the common stock (the “Common Stock”) of Hometown International, Inc., a Nevada corporation (the “Company”), at a purchase price per Warrant Share of One Dollar and Twenty-Five Cents ($1.25) (the “Exercise Price”), in lawful money of the United States of America by bank or certified check, subject to adjustment as hereinafter provided.

1. WARRANT; EXERCISE PRICE.

This Warrant shall entitle the Holder to purchase the Warrant Shares at the Exercise Price. The Exercise Price and the number of Warrant Shares evidenced by this Warrant Certificate are subject to adjustment as provided in Article 6.

2. EXERCISE; EXPIRATION DATE.

(a) This Warrant is exercisable, at the option of the Holder, at any time after the date of issuance and on or before the Expiration Date (as defined below) by delivering to the Company written notice of exercise (the “Exercise Notice”), stating the number of Warrant Shares to be purchased thereby, accompanied by bank or certified check payable to the order of the Company for the Warrant Shares being purchased. Within ten (10) business days of the Company’s receipt of the Exercise Notice accompanied by the consideration for the Warrant Shares being purchased, the Company shall instruct its transfer agent to issue and deliver to the Holder a certificate representing the Warrant Shares being purchased. In the case of exercise for less than all of the Warrant Shares represented by this Warrant Certificate, the Company shall cancel this Warrant Certificate upon the surrender thereof and shall execute and deliver a new Warrant Certificate for the balance of such Warrant Shares.

(b) Expiration. The term “Expiration Date” shall mean 5:00 p.m., New York time, on March 31, 2035, or if such date in the State of New York shall be a holiday or a day on which banks are authorized to close, then 5:00 p.m., eastern standard time, the next following day which in the State of New York is not a holiday or a day on which banks are authorized to close.

3. RESTRICTIONS ON TRANSFER.

(a) Restrictions. This Warrant, and the Warrant Shares or any other security issuable upon exercise of this Warrant may not be assigned, transferred, sold, or otherwise disposed of unless (i) there is in effect a registration statement under the Act covering such sale, transfer, or other disposition or (ii) the Holder furnishes to the Company an opinion of counsel, reasonably acceptable to counsel for the Company, to the effect that the proposed sale, transfer, or other disposition may be effected without registration under the Act, as well as such other documentation incident to such sale, transfer, or other disposition as the Company’s counsel shall reasonably request.

(b) Legend. Any Warrant Shares issued upon the exercise of this Warrant shall bear substantially the following legend:

“The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended. The shares have been acquired for investment and may not be offered, sold or otherwise transferred in the absence of an effective registration statement and with respect to the shares or an exemption from the registration requirements of said act that is then applicable to the shares, as to which a prior opinion of counsel acceptable to the issuer or transfer agent may be required.”

4. RESERVATION OF SHARES.

The Company covenants that it will at all time reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon exercise of this Warrant, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The Company covenants that all shares of Common Stock which shall be issuable upon exercise of this Warrant shall be duly and validly issued and fully paid and non-assessable and free from all taxes, liens, and charges with respect to the issue thereof.

5. LOSS OR MUTILATION.

If the Holder loses this Warrant, or if this Warrant is stolen, destroyed or mutilated, the Company shall issue an identical replacement Warrant upon the Holder’s delivery to the Company of a customary agreement to indemnify the Company for any losses resulting from the issuance of the replacement Warrant.

6. PROVISIONS REGARDING ADJUSTMENTS TO STOCK.

(a) Stock Dividends, Subdivisions and Combinations. If at any time the Company shall:

(i) take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend payable in, or other distribution of, additional shares of Common Stock,

(ii) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, or

(iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock,

then (A) the number of shares of Common Stock for which this Warrant is exercisable into immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common Stock which a record holder of the same number of shares of Common Stock for which this Warrant is exercisable into immediately prior to the occurrence of such event would own or be entitled to receive after the happening of such event, and (B) the Exercise Price shall be adjusted to equal (x) the current Exercise Price immediately prior to the adjustment multiplied by the number of shares of Common Stock for which this Warrant is exercisable into immediately prior to the adjustment divided by (y) the number of shares of Common Stock for which this Warrant is exercisable into immediately after such adjustment.

(b) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Exercise Price, the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of the Holder, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Exercise Price at the time in effect for this Warrant and (iii) the number of shares of Common Stock and the amount, if any, or other property which at the time would be received upon the exercise of this Warrant.

(c) Notices of Record Date. In the event of any fixing by the Company of a record date for the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any shares of Common Stock or other securities, or any right to subscribe for, purchase or otherwise acquire, or any option for the purchase of, any shares of stock of any class or any other securities or property, or to receive any other right, the Company shall mail to the Holder at least thirty (30) days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or rights, and the amount and character of such dividend, distribution or right.

(d) Merger, Consolidation, etc. In case of any capital reorganization or any reclassification of the capital stock of the Company or in case of the consolidation or merger of the Company with another corporation (or in the case of any sale, transfer, or other disposition to another corporation of all or substantially all the property, assets, business, and goodwill of the Company), the Holder of this Warrant shall thereafter be entitled to purchase the kind and amount of shares of capital stock which this Warrant entitled the Holder to purchase immediately prior to such capital reorganization, reclassification of capital stock, consolidation, merger, sale, transfer, or other disposition; and in any such case appropriate adjustments shall be made in the application of the provisions of this Section 6 with respect to rights and interests thereafter of the Holder of this Warrant to the end that the provisions of this Section 6 shall thereafter be applicable, as near as reasonably may be, in relation to any shares or other property thereafter purchasable upon the exercise of this Warrant.

(e) Fractional Shares. No certificate for fractional shares shall be issued upon the exercise of this Warrant, but in lieu thereof the Company shall purchase any such fractional shares calculated to the nearest cent or round up the fraction to the next whole share.

(f) Rights of the Holder. The Holder of this Warrant shall not be entitled to any rights of a shareholder of the Company in respect of any Warrant Shares purchasable upon the exercise hereof until such Warrant Shares have been paid for in full and issued to it. As soon as practicable after such exercise, the Company shall deliver a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, to the person or persons entitled to receive the same.

7. RepResentations and Warranties.

The Holder, by acceptance of this Warrant, represents and warrants to, and covenants and agrees with, the Company as follows:

(a) The Warrant is being acquired for the Holder’s own account for investment and not with a view toward resale or distribution of any part thereof, and the Holder has no present intention of selling, granting any participation in, or otherwise distributing the same.

(b) The Holder is aware that the Warrant is not registered under the Securities Act of 1933, as amended (the “Act”) or any state securities or blue sky laws and, as a result, substantial restrictions exist with respect to the transferability of the Warrant and the Warrant Shares to be acquired upon exercise of the Warrant.

(c) The Holder is an accredited investor as defined in Rule 501(a) of Regulation D under the Act and is a sophisticated investor familiar with the type of risks inherent in the acquisition of securities such as the Warrant, and its financial position is such that it can afford to retain the Warrant and the Warrant Shares for an indefinite period of time without realizing any direct or indirect cash return on this investment.

8. NO IMPAIRMENT.

The Company shall not by any action including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the amount payable therefore upon such exercise immediately prior to such increase in par value, (b) take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non assessable shares of Common Stock upon the exercise of this Warrant, and (c) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant. Upon the request of Holder, the Company will at any time during the period this Warrant is outstanding acknowledge in writing, in form satisfactory to Holder, the continuing validity of this Warrant and the obligations of the Company hereunder.

10. LIMITATION OF LIABILITY.

No provision hereof, in the absence of affirmative action by Holder to purchase shares of Common Stock, and no enumeration herein of the rights or privileges of Holder hereof, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

11. MISCELLANEOUS.

(a) Transfer Taxes; Expenses. The Holder shall pay any and all underwriters’ discounts, brokerage fees, and transfer taxes incident to the sale or exercise of this Warrant or the sale of the underlying shares issuable hereunder, and shall pay the fees and expenses of any special attorneys or accountants retained by it.

(b) Successors and Assigns. Subject to compliance with the provisions of Section 3, this Warrant and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant, and shall be enforceable by any such Holder.

(c) Notice. Any notice or other communication required or permitted to be given to the Company shall be in writing and shall be delivered by certified mail with return receipt or delivered in person against receipt, addressed to the Company at its address listed in its filings with the Securities and Exchange Commission.

(d) Governing Law. This Warrant Certificate shall be governed by, and construed in accordance with, the internal laws of the State of Nevada, without reference to the conflicts of laws provisions thereof.

IN WITNESS WHEREOF, the Company has caused this Class A Warrant Certificate to be duly executed as of the date set forth below.

HOMETOWN INTERNATIONAL, INC.

By:
	Name:
	Title:	Chief Executive Officer

HOMETOWN INTERNATIONAL, INC.

FORM OF EXERCISE OF CLASS A WARRANT

☐ The undersigned hereby elects to exercise this Class A Warrant as to _____________ shares of the Common Stock of Hometown International, Inc., a Nevada corporation, covered thereby. Enclosed herewith is a bank or certified check in the amount of $_____________ payable to the Company.

The shares should be sent to me at the address provided below.

Date:______________________
		(Signature)

		Name (Printed): _________________________

		Address: _______________________________



		Social Security Number (for individual holder) or Employer Identification Number (Tax ID) (for entity):

Exhibit 4.2

HOMETOWN INTERNATIONAL, INC.

CLASS B COMMON STOCK PURCHASE WARRANT

WARRANT CERTIFICATE

THIS WARRANT CERTIFICATE (the “Warrant Certificate”) certifies that for value received, ___________________ (the “Holder”), is the owner of this warrant (the “Warrant”), which entitles the Holder to purchase at any time on or before the Expiration Date (as defined below) ________________________ (__________) shares (the “Warrant Shares”) of fully paid non-assessable shares of the common stock (the “Common Stock”) of Hometown International, Inc., a Nevada corporation (the “Company”), at a purchase price per Warrant Share of One Dollar and Fifty Cents ($1.50) (the “Exercise Price”), in lawful money of the United States of America by bank or certified check, subject to adjustment as hereinafter provided.

1. WARRANT; EXERCISE PRICE.

2. EXERCISE; EXPIRATION DATE.

3. RESTRICTIONS ON TRANSFER.

(b) Legend. Any Warrant Shares issued upon the exercise of this Warrant shall bear substantially the following legend:

4. RESERVATION OF SHARES.

5. LOSS OR MUTILATION.

6. PROVISIONS REGARDING ADJUSTMENTS TO STOCK.

(a) Stock Dividends, Subdivisions and Combinations. If at any time the Company shall:

(i) take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend payable in, or other distribution of, additional shares of Common Stock,

(ii) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, or

(iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock,

7. RepResentations and Warranties.

The Holder, by acceptance of this Warrant, represents and warrants to, and covenants and agrees with, the Company as follows:

8. NO IMPAIRMENT.

10. LIMITATION OF LIABILITY.

11. MISCELLANEOUS.

IN WITNESS WHEREOF, the Company has caused this Class B Warrant Certificate to be duly executed as of the date set forth below.

HOMETOWN INTERNATIONAL, INC.

By:
	Name:
	Title:	Chief Executive Officer

HOMETOWN INTERNATIONAL, INC.

FORM OF EXERCISE OF CLASS B WARRANT

☐ The undersigned hereby elects to exercise this Class B Warrant as to _____________ shares of the Common Stock of Hometown International, Inc., a Nevada corporation, covered thereby. Enclosed herewith is a bank or certified check in the amount of $_____________ payable to the Company.

The shares should be sent to me at the address provided below.

Date:

	(Signature)

	Name (Printed): _______________________________

	Address: ____________________________________



	Social Security Number (for individual holder) or Employer Identification Number (Tax ID) (for entity):

Exhibit 4.3

HOMETOWN INTERNATIONAL, INC.

CLASS C COMMON STOCK PURCHASE WARRANT

WARRANT CERTIFICATE

THIS WARRANT CERTIFICATE (the “Warrant Certificate”) certifies that for value received, ___________________ (the “Holder”), is the owner of this warrant (the “Warrant”), which entitles the Holder to purchase at any time on or before the Expiration Date (as defined below) ________________________ (__________) shares (the “Warrant Shares”) of fully paid non-assessable shares of the common stock (the “Common Stock”) of Hometown International, Inc., a Nevada corporation (the “Company”), at a purchase price per Warrant Share of One Dollar and Seventy-Five Cents ($1.75) (the “Exercise Price”), in lawful money of the United States of America by bank or certified check, subject to adjustment as hereinafter provided.

1. WARRANT; EXERCISE PRICE.

2. EXERCISE; EXPIRATION DATE.

3. RESTRICTIONS ON TRANSFER.

(b) Legend. Any Warrant Shares issued upon the exercise of this Warrant shall bear substantially the following legend:

4. RESERVATION OF SHARES.

5. LOSS OR MUTILATION.

6. PROVISIONS REGARDING ADJUSTMENTS TO STOCK.

(a) Stock Dividends, Subdivisions and Combinations. If at any time the Company shall:

(i) take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend payable in, or other distribution of, additional shares of Common Stock,

(ii) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, or

(iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock,

7. RepResentations and Warranties.

The Holder, by acceptance of this Warrant, represents and warrants to, and covenants and agrees with, the Company as follows:

8. NO IMPAIRMENT.

10. LIMITATION OF LIABILITY.

11. MISCELLANEOUS.

IN WITNESS WHEREOF, the Company has caused this Class C Warrant Certificate to be duly executed as of the date set forth below.

HOMETOWN INTERNATIONAL, INC.

By:
	Name:
	Title:	Chief Executive Officer

HOMETOWN INTERNATIONAL, INC.

FORM OF EXERCISE OF CLASS C WARRANT

☐ The undersigned hereby elects to exercise this Class C Warrant as to _____________ shares of the Common Stock of Hometown International, Inc., a Nevada corporation, covered thereby. Enclosed herewith is a bank or certified check in the amount of $_____________ payable to the Company.

The shares should be sent to me at the address provided below.

Date:_______________
	(Signature)

	Name (Printed): ______________________________

	Address: __________________________________



	Social Security Number (for individual holder) or Employer Identification Number (Tax ID) (for entity):

Exhibit 4.4

HOMETOWN INTERNATIONAL, INC.

CLASS D COMMON STOCK PURCHASE WARRANT

WARRANT CERTIFICATE

THIS WARRANT CERTIFICATE (the “Warrant Certificate”) certifies that for value received, ___________________ (the “Holder”), is the owner of this warrant (the “Warrant”), which entitles the Holder to purchase at any time on or before the Expiration Date (as defined below) ________________________ (__________) shares (the “Warrant Shares”) of fully paid non-assessable shares of the common stock (the “Common Stock”) of Hometown International, Inc., a Nevada corporation (the “Company”), at a purchase price per Warrant Share of Two Dollars and No Cents ($2.00) (the “Exercise Price”), in lawful money of the United States of America by bank or certified check, subject to adjustment as hereinafter provided.

1. WARRANT; EXERCISE PRICE.

2. EXERCISE; EXPIRATION DATE.

3. RESTRICTIONS ON TRANSFER.

(b) Legend. Any Warrant Shares issued upon the exercise of this Warrant shall bear substantially the following legend:

4. RESERVATION OF SHARES.

5. LOSS OR MUTILATION.

6. PROVISIONS REGARDING ADJUSTMENTS TO STOCK.

(a) Stock Dividends, Subdivisions and Combinations. If at any time the Company shall:

(i) take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend payable in, or other distribution of, additional shares of Common Stock,

(ii) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, or

(iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock,

7. RepResentations and Warranties.

The Holder, by acceptance of this Warrant, represents and warrants to, and covenants and agrees with, the Company as follows:

8. NO IMPAIRMENT.

10. LIMITATION OF LIABILITY.

11. MISCELLANEOUS.

IN WITNESS WHEREOF, the Company has caused this Class D Warrant Certificate to be duly executed as of the date set forth below.

HOMETOWN INTERNATIONAL, INC.

By:
	Name:
	Title:	Chief Executive Officer

HOMETOWN INTERNATIONAL, INC.

FORM OF EXERCISE OF CLASS D WARRANT

☐ The undersigned hereby elects to exercise this Class D Warrant as to _____________ shares of the Common Stock of Hometown International, Inc., a Nevada corporation, covered thereby. Enclosed herewith is a bank or certified check in the amount of $_____________ payable to the Company.

The shares should be sent to me at the address provided below.

Date:_______________
	(Signature)

	Name (Printed): ______________________________

	Address: __________________________________



	Social Security Number (for individual holder) or Employer Identification Number (Tax ID) (for entity):

Exhibit 10.3

DEBT EXCHANGE AGREEMENT

This Debt Exchange Agreement (this “Agreement”), dated as of March 18, 2020 but effective as of March 1, 2020, is entered into by and between Hometown International, Inc., a Nevada corporation (the “Company”), and Europa Capital Investments, LLC, a North Carolina limited liability company (the “Holder”).

WHEREAS, the Holder is currently the holder of an aggregate of $144,978.54 principal amount of indebtedness issued by the Company as evidenced by the Promissory Note dated December 31m 2019, as attached as Schedule A (hereinafter referred to collectively as the “Total Debt”);

WHEREAS, the Holder desires to convert a portion of the Total Debt owed to the Holder into shares of common stock of the Company at a conversion rate of one dollar ($1.00) per share, and the Company agrees to effectuate such conversion, all on the terms and conditions provided for in this Agreement.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. The Exchange.

(a) Issuance of Shares; Cancellation of Indebtedness. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Company shall issue to the Holder one hundred thousand (100,000) shares of common stock (the “Shares”) in exchange (the “Exchange”) for the cancellation of one hundred thousand dollars ($100,000) of principal indebtedness of the Total Debt (the “Exchanged Debt”). Accrued interest on the Exchanged Debt, is hereby expressly excluded from the Exchange and shall remain due and payable by the Company to the Holder.

(b) Section 3(a)(9) Transaction. It is the intent of the parties that the Exchange be effectuated pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 3(a)(9) thereunder and that, therefore, the holding period of the original indebtedness of the Debt will, for securities law purposes, be tacked to the holding period of the Shares. Notwithstanding, the managing member of the Holder is an affiliate of the Company and therefore the share certificates representing the Shares shall be issued with a restrictive legend.

(c) Release. Subject to the terms and conditions of this Agreement, at the Closing, the Holder hereby releases, waives, discharges and relinquishes any and all rights, claims, demands, contentions and causes of action of every kind, nature, character and description whatsoever, whether known or unknown, suspected or unsuspected, apparent or concealed, fixed or contingent, arising from the Exchanged Debt on or before the Closing Date, which it now has or hereafter may be entitled to claim against the Company, its directors, officers, managers, members, agents and employees (the “Released Parties”), including but without limiting the generality of foregoing, all claims arising from or in connection with or otherwise resulting from any matter, event, state of facts, claim, contention or cause whatsoever, occurring or existing in connection with or relating to the Exchanged Debt on or before the Closing Date (collectively, the “Claims”). The Holder agrees that the waiver and release described in this Section 1(c) applies to all Claims, whether or not the Holder currently knows about them or suspects that they exist. Notwithstanding anything to the contrary expressed or implied herein, however, none of the foregoing released Claims shall include any claims against a Released Party arising by reason of such Released Party’s breach of this Agreement. In addition, none of the foregoing releases extend to any breach of the Agreement, and no remedies for any such breach are being released herein.

2. Closing Deliveries.

(a) At or promptly after the Closing, the Company shall deliver to the Holder:

(i) a stock certificate or certificates in the name of the Holder evidencing the Exchange Shares, free and clear of all liens and encumbrances, other than those imposed pursuant to the Securities Act;

(ii) a new promissory note issued to the Holder evidencing the Total Debt minus the Exchanged Debt plus all accrued interest thereon; and

(iii) such other documents, certificates or other information as Holder or its counsel may reasonably request.

(b) At the Closing, the Holder shall deliver to the Company the Exchanged Debt for cancellation.

3. The Closing. The closing of the Exchange shall be deemed to have occurred as of March 1, 2020 at the offices of the Company (the “Closing”).

4. Representations and Warranties of the Company. As of the date of this Agreement and as of the Closing, the Company hereby represents and warrants to the Holder that the following representations and warranties are true and complete as of each respective date:

(a) Organization and Standing. The Company is a corporation duly organized, validly existing under, and by virtue of, the laws of the State of Nevada, and is in good standing under such laws. The Company has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted.

(b) Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver this Agreement and the other agreements contemplated hereby, to sell and issue the Shares and to carry out and perform its obligations under the terms of this Agreement and the Exchange.

(c) Authorization. All corporate action on the part of the Company and its officers, directors and stockholders necessary for the (i) authorization, execution, delivery and performance of this Agreement, (ii) authorization, sale, issuance and delivery of the Shares and (iii) performance of all of the Company’s obligations hereunder have been taken or will be taken prior to the Closing. This Agreement has been duly executed by the Company and constitutes (or will constitute) the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

(d) No Conflicts; Consents. The execution, delivery and performance by the Company of this Agreement and the documents to be delivered hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict with the certificate of incorporation or bylaws of the Company; (b) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company; (c) conflict with, or result in (with or without notice or lapse of time or both) any violation of, or default under, or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit under any agreement or other instrument to which the Company is a party. No consent, approval, waiver or authorization is required to be obtained by the Company from any person in connection with the execution, delivery and performance by the Company of this Agreement or the consummation of the transactions contemplated hereby or thereby, other than the filing of a Current Report on Form 8-K.

(e) Valid Issuance of Stock. The Shares have been duly authorized and, when issued, sold and delivered in compliance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable and issued in compliance with applicable federal and state securities laws. The Shares will be free and clear of any liens or encumbrances; provided, however, that the Shares shall be subject to restrictions on transfer under state and/or federal securities laws. None of the Shares will be subject to any preemptive rights or rights of first refusal.

(f) Exemption. It is the intention of the Company that the Exchange be made pursuant to an exemption from the registration requirements of the Securities Act pursuant to Section 3(a)(9) thereunder.

5. Representations and Warranties of the Holder. As of the date of this Agreement and as of the Closing, the Holder hereby represents and warrants to the Company that the following representations and warranties are true and complete as of each respective date:

(a) Organization and Standing. The Holder is a limited liability company duly organized, validly existing under, and by virtue of, the laws of the State of North Carolina, and is in good standing under such laws.

(b) Corporate Power. The Holder has all power and authority to execute and deliver this Agreement, purchase the Shares, effect the Exchange, and carry out and perform its obligations under the terms of this Agreement and the transactions contemplated hereby.

(c) Authorization. All action on the part of the Holder necessary for the authorization, execution, delivery and performance of this Agreement, the purchase of the Shares, and the performance of all of the Holder’s obligations hereunder have been taken or will be taken prior to the Closing. This Agreement has been duly executed by the Holder and constitutes the valid and legally binding obligation of the Holder, enforceable against it in accordance with its terms, subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

(d) For Holder’s Account. The Holder represents and confirms that the Shares to be issued to the Holder hereunder are being and will be acquired for the Holder’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof.

(e) Accredited Investor and Investment Experience. The Holder is an Accredited Investor, as such term is defined in Regulation D promulgated under the Securities Act. The Holder represents that is and its representatives are experienced in evaluating and investing in private placement transactions of securities of companies in a similar stage of development as the Company and that the Holder can bear the economic risk of an investment in the Shares and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment in the Shares.

(f) Affiliate. The Holder acknowledges that it is an affiliate of the Company and therefore the Shares issued in the Exchange shall be restricted shares.

(g) Ownership of the Debt. The Holder is the beneficial and record owner of the Total Debt, including without limitation, the Exchanged Debt. The Holder has good, valid and marketable title to said Debt, free and clear of all liens, mortgages, charges or other encumbrances and any preemptive or subscription rights, and has not assigned or otherwise transferred or granted any interest in the Total Debt to any person.

(h) No Consents. The Holder is not required to obtain any order, consent, approval or authorization of any person or entity in connection with the Exchange.

6. Miscellaneous.

(a) Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(b) Governing Law. This Agreement is to be construed in accordance with and governed by the internal laws of the State of New York without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York.

(c) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. Signatures received by pdf shall be deemed to be original signatures.

(d) Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

(e) Notices. Except as may be otherwise provided herein, all notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) if delivered personally, when received, (b) if transmitted by facsimile or email, on the date of transmission with receipt of a transmittal confirmation or (c) if by courier service, on the second (2nd) business day following the date of deposit with such courier service, or such earlier delivery date as may be confirmed in writing to the sender by such courier service. A party may change or supplement the addresses given in the signature pages hereto, or designate additional addresses, for purposes of this Section by giving the other party written notice of the new address in the manner set forth above.

(f) Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

(g) Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement among the parties with respect to the subject matter hereof and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein.

[Remainder of Page Intentionally Omitted; Signature Page Follows]

IN WITNESS WHEREOF, the undersigned, being the duly authorized representatives of the parties, have executed this Agreement as of the date set forth above.

HOMETOWN INTERNATIONAL, INC.

By:	/s/ Paul Morina
	Name:	Paul Morina
	Title:	President

EUROPA CAPITAL INVESTMENTS, LLC

By:	/s/ Peter L. Coker
	Name:	Peter L. Coker
	Title:	Managing Member