Black Bird Biotech, Inc. (Form: 8-K, Received: 08/15/2022 08:01:59)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

___________________________

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): August 11, 2022

___________________________

Black Bird Biotech, Inc.

(Exact name of registrant as specified in its charter)

___________________________

Nevada

000-52828

98-0521119

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3505 Yucca Drive, Suite 104, Flower Mound, Texas 75028

(Address of principal executive offices, including zip code)

(833) 223-4204

(Registrant’s telephone number, including area code)

___________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant 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 CFR240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Securities Exchange Agreements

On August 12, 2022, Black Bird Biotech, Inc., a Nevada corporation (the “Company”), entered into six separate securities exchange agreements (collectively, the “Exchange Agreements”). Specifically, the Company entered into Exchange Agreements with (a) Fabian G. Deneault (the “Deneault Agreement”), President and a Director of the Company, (b) Newlan & Newlan, Ltd. (the “Newlan Agreement”), a law firm owned by Eric Newlan, Vice President, Secretary and a Director of the Company, and L. A Newlan, Jr., a Director of the Company, (c) William E. Sluss (the “Sluss Agreement”), Chief Financial Officer and a Director of the Company, (d) EFT Holdings, Inc. (the “EFT Holdings Agreement”), a company controlled by Jack Jie Qin, a Director of the Company, (e) EF2T, Inc. (the “EF2T Agreement”), a company owned by Mr. Qin, and (f) Astoria LLC (the “Astoria Agreement”), a company controlled by Mr. Qin.

Pursuant to the Exchange Agreements, the Company is to issue a total of 42,000 shares of its Series A Preferred Stock, in exchange for a total of 123,972,996 shares of its Common Stock, as follows:

Exchange Agreement	Number of Shares of Common Stock Exchanged	Number of Shares of Series A Preferred Stock Issued
Deneault Agreement	49,746,253 shares	14,250 shares
Newlan Agreement	49,317,406 shares	14,250 shares
Sluss Agreement	1,615,002 shares	1,000 shares
EFT Holdings Agreement	18,221,906 shares	9,778 shares
EF2T Agreement	2,240,768 shares	1,202 shares
Astonia Agreement	2,831,661 shares	1,520 shares

The Deneault Agreement and the Newlan Agreement are expected to be consummated on August 15, 2022. The remainder of the Exchange Agreements are expected to be consummated on or before August 19, 2022.

The foregoing description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by the full text of the Exchange Agreements, copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6., respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Cancellation of Common Stock

The Board of Directors has determined that all 123,972,996 shares that are the subject of the Exchange Agreements will, upon the consummation of the Exchange Agreements, be cancelled and returned to the status of authorized and unissued.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 11, 2022, the Company filed with the State of Nevada a Certificate of Designation (the “Certificate of Designation”), which established a Series A Preferred Stock with the following rights, preferences, powers, restrictions and limitations:

Designation, Amount and Par Value. The series of Preferred Stock shall be designated as Series A Preferred Stock (the “Series A Preferred Stock”) and the number of shares so designated shall be Forty-Two Thousand (42,000). Each share of the Series A Preferred Stock shall have a par value of $0.001.

Fractional Shares. The Series A Preferred Stock may be issued in fractional shares.

Voting Rights. The holders of the Series A Preferred Stock shall, as a class, have rights in all matters requiring shareholder approval to a number of votes equal to two (2) times the sum of:

	(a)	The total number of shares of common stock which are issued and outstanding at the time of any election or vote by the shareholders; plus

	(b)	The number of votes allocated to shares of Preferred Stock issued and outstanding of any other class that shall have voting rights.

Dividends. The Series A Preferred Stock shall be treated pari passu with the Company’s common stock, except that the dividend on each share of Series A Preferred Stock shall be equal to the amount of the dividend declared and paid on each share of the Company’s common stock multiplied by the Conversion Rate, as that term is defined herein.

Liquidation. Upon any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, payments to the holders of Series A Preferred Stock shall be treated pari passu with the Company’s common stock, except that the payment on each share of Series A Preferred Stock shall be equal to the amount of the payment on each share of the Company’s common stock multiplied by the Conversion Rate, as that term is defined herein.

Conversion and Adjustments.

Conversion Rate. The Series A Preferred Stock shall be convertible into shares of the Company’s common stock, as follows:

Each 1,000 shares of Series A Preferred Stock shall be convertible at any time into a number of shares of the

Company’s common stock that equals one percent (1.00%) of the number of issued and outstanding shares

of the Company’s common stock outstanding on the date of conversion (the “Conversion Rate”).

No Partial Conversion. A holder of shares of Series A Preferred Stock shall be required to convert all of such holder’s shares of Series A Preferred Stock, should any such holder exercise his, her or its rights of conversion.

Adjustment for Merger and Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger (a “Reorganization Event”) involving the Company in which the Company’s common stock (but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other property, then each share of Series A Preferred Stock shall be deemed to have been converted into shares of the Company’s common stock at the Conversion Rate.

Protection Provisions. So long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without first obtaining the unanimous written consent of the holders of Series A Preferred Stock, alter or change the rights, preferences or privileges of the Series A Preferred Stock so as to affect adversely the holders of Series A Preferred Stock.

Waiver. Any of the rights, powers or preferences of the holders of the Series A Preferred Stock may be waived by the affirmative consent or vote of the holders of at least a majority of the shares of Series A Preferred Stock then outstanding.

No Other Rights or Privileges. Except as specifically set forth herein, the holder(s) of the shares of Series A Preferred Stock shall have no other rights, privileges or preferences with respect to the Series A Preferred Stock.

The foregoing description of the Certificate of Designation is qualified in its entirety by the full text of the Certificate of Designation, which is filed as Exhibit 3.1 to, and incorporated by reference in, this report.

Item 7.01 Regulation FD Disclosure.

On August 15, 2022, the Company issued a press release announcing the Company’s entering into the Exchange Agreements.

The foregoing description of the Company’s press release is qualified in its entirety by the full text thereof, which is filed as Exhibit 99.1 to, and incorporated by reference in, this report.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.:	Description of Exhibit	Incorporated by Reference to:
3.1	Certificate of Designation filed August 11, 2022	Filed herewith.
10.1	Securities Exchange Agreement between the Company and Fabian G. Deneault	Filed herewith.
10.2	Securities Exchange Agreement between the Company and Newlan & Newlan, Ltd.	Filed herewith.
10.3	Securities Exchange Agreement between the Company and William E. Sluss	Filed herewith.
10.4	Securities Exchange Agreement between the Company and EFT Holdings, Inc.	Filed herewith.
10.5	Securities Exchange Agreement between the Company and EF2T, Inc.	Filed herewith.
10.6	Securities Exchange Agreement between the Company and Astonia LLC	Filed herewith.
99.1	Press Release dated August 15, 2022	Filed herewith.
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document).

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, hereunder duly authorized.

	BLACK BIRD BIOTECH, INC.

Dated: August 15, 2022	By:	/s/ Fabian G. Deneault
		Fabian G. Deneault
		President

EXHIBIT 3.1

EXHIBIT 10.1

SECURITIES EXCHANGE AGREEMENT

This Securities Exchange Agreement is entered into as of the date set forth below, by and between Black Bird Biotech, Inc., a Nevada corporation (“BBBT”), and Fabian G. Deneault (“Deneault”).

RECITALS

WHEREAS, Deneault is a director of BBBT; and

WHEREAS, the Board of Directors of BBBT have determined it to be in the best interests of the BBBT and its shareholders to reduce the number of currently outstanding shares of common stock, as part of a plan to reduce the future dilution in the common stock; and

WHEREAS, to effect such reduction in the outstanding shares of common stock, all of the directors of BBBT have agreed to exchange their respective directly and beneficially owned shares of common stock into shares of BBBT’s Series A Preferred Stock; and

WHEREAS, this Agreement is one of six identical agreements necessary to effect the desired reduction in the outstanding shares of common stock.

NOW, THEREFORE, the Agreement of the parties, the promises of each being consideration for the promises of the other:

1. Exchange Agreement. Deneault hereby agrees to exchange 49,746,253 shares of BBBT common stock for 14,250.00 shares of BBBT’s Series A Preferred Stock and BBBT hereby agrees to issued 14,250.00 shares of its Series A Preferred Stock in exchange for the 49,746,253 shares of Deneault.

2. The Exchange. Upon the mutual execution of this Agreement, Deneault shall deliver to BBBT a certificate representing 49,746,253 shares of BBBT common stock and BBBT shall cause to be issued, in book-entry form, 14,250.00 shares of Series A Preferred Stock and the 49,746,253 shares of BBBT common stock to be cancelled and returned to authorized and unissued status (the “Exchange”).

3. Representations and Warranties of BBBT. BBBT represents and warrants to Deneault:

(a) Organization and Corporate Authority. BBBT is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and is qualified to do business as a foreign corporation in all jurisdictions where the ownership of property or maintenance of an office would require qualification. BBBT has all requisite corporate power and authority, governmental permits, consents, authorizations, registrations, licenses and memberships necessary to own its property and to carry on its business in the places where such properties are now owned and operated or such business is being conducted.

(b) Issuance of the Series A Preferred Stock. The Series A Preferred Stock, when issued and delivered in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable, and will be free and clear of any liens or encumbrances and, to the knowledge of BBBT, will be issued in compliance with applicable state and federal laws.

(c) Compliance with Agreements. The execution and performance of this Agreement will not result in any violation or be in conflict with any agreement to which BBBT is a party.

(d) Governmental Consents. To the knowledge of BBBT, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority on the part of BBBT is required in connection with the valid execution, delivery and performance of this Agreement.

(e) Authorization. All corporate action on the part of BBBT and its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, for the performance of BBBT’s obligations hereunder and for the issuance and delivery of the securities comprising the Units has been taken. This Agreement, when executed and delivered, shall constitute a legal, valid and binding obligation of BBBT.

9. Representations and Warranties of Deneault.

(a) Deneault is under no legal disability with respect to entering into, and performing under, this Agreement.

(b) Deneault represents and warrants that Deneault is an “accredited investor.”

(c) Deneault represents and warrants that Deneault understands that the shares of Series A Preferred Stock, including the shares of common stock into which they may be converted, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws in reliance on the exemption provided by Section 4(a)(2) of the Securities Act, relating to transactions not involving a public offering and corresponding state securities laws regarding non-public offerings.

(d) Deneault represents and warrants that the shares of Series A Preferred Stock are not being purchased with a view to or for the resale or distribution thereof and that Deneault has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution.

(e) Deneault consents to the placement of the following legend, or a legend similar thereto, on the certificate representing the shares of Series A Preferred Stock:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE, INCLUDING THE SECURITIES INTO WHICH THEY MAY BE CONVERTED, HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS.

10. Miscellaneous.

(a) Survival of Covenants. Unless otherwise waived as provided herein, all covenants agreements, representations and warranties of the parties made in this Agreement and in the financial statements or other written information delivered or furnished in connection therewith and herewith shall survive the Exchange hereunder, and shall be binding upon, and inure to the benefit of, the parties and their respective successors and assigns.

(b) Arbitration. In the event of a dispute between the parties hereto that arises out of this Agreement, the parties hereby agree to submit such dispute to arbitration before the American Arbitration Association (the “Association”) at its Dallas, Texas, offices, in accordance with the then-current rules of the Association; the award given by the arbitrators shall be binding and a judgment can be obtained on any such award in any court of competent jurisdiction. It is expressly agreed that the arbitrators, as part of their award, can award attorneys fees to the prevailing party.

(c) Governing Law. This Agreement shall be deemed to be a contract made under, governed by and construed in accordance with the substantive laws of the State of Nevada.

(d) Counterparts. This Agreement may be executed simultaneously in counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute but one and the same documents.

(e) Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns and administrators of the parties hereto.

(f) Entire Agreement. This Agreement, the other agreements and the other documents delivered pursuant hereto and thereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and year first above written.

BBBT:
Deneault:

BLACK BIRD BIOTECH, INC.

By:
/s/ Eric Newlan /s/ Fabian G. Deneault

Eric Newlan Fabian G. Deneault

Vice President

EXHIBIT 10.2

SECURITIES EXCHANGE AGREEMENT

This Securities Exchange Agreement is entered into as of the date set forth below, by and between Black Bird Biotech, Inc., a Nevada corporation (“BBBT”), and Newlan & Newlan, Ltd. (“NNLtd”).

RECITALS

WHEREAS, the owners of Newlan & Newlan, Ltd., L. A. Newlan, Jr. and Eric Newlan, are directors of BBBT; and

WHEREAS, this Agreement is one of six identical agreements necessary to effect the desired reduction in the outstanding shares of common stock.

NOW, THEREFORE, the Agreement of the parties, the promises of each being consideration for the promises of the other:

1. Exchange Agreement. NNLtd hereby agrees to exchange 49,317,406 shares of BBBT common stock for 14,250.00 shares of BBBT’s Series A Preferred Stock and BBBT hereby agrees to issued 14,250.00 shares of its Series A Preferred Stock in exchange for the 49,317,406 shares of NNLtd.

2. The Exchange. Upon the mutual execution of this Agreement, NNLtd shall deliver to BBBT a certificate representing 49,317,406 shares of BBBT common stock and BBBT shall cause to be issued, in book-entry form, 14,250.00 shares of Series A Preferred Stock and the 49,317,406 shares of BBBT common stock to be cancelled and returned to authorized and unissued status (the “Exchange”).

3. Representations and Warranties of BBBT. BBBT represents and warrants to NNLtd:

(c) Compliance with Agreements. The execution and performance of this Agreement will not result in any violation or be in conflict with any agreement to which BBBT is a party.

9. Representations and Warranties of NNLtd.

(a) NNLtd is under no legal disability with respect to entering into, and performing under, this Agreement.

(b) NNLtd represents and warrants that NNLtd is an “accredited investor.”

(c) NNLtd represents and warrants that NNLtd understands that the shares of Series A Preferred Stock, including the shares of common stock into which they may be converted, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws in reliance on the exemption provided by Section 4(a)(2) of the Securities Act, relating to transactions not involving a public offering and corresponding state securities laws regarding non-public offerings.

(d) NNLtd represents and warrants that the shares of Series A Preferred Stock are not being purchased with a view to or for the resale or distribution thereof and that NNLtd has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution.

(e) NNLtd consents to the placement of the following legend, or a legend similar thereto, on the certificate representing the shares of Series A Preferred Stock:

10. Miscellaneous.

(c) Governing Law. This Agreement shall be deemed to be a contract made under, governed by and construed in accordance with the substantive laws of the State of Nevada.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and year first above written.

BBBT:
NNLtd:

BLACK BIRD BIOTECH, INC.

NEWLAN & NEWLAN, LTD.

By:
/s/ Fabian G. Deneault /s/ Eric Newlan

Fabian G. Deneault Eric Newlan

President President

EXHIBIT 10.3

SECURITIES EXCHANGE AGREEMENT

This Securities Exchange Agreement is entered into as of the date set forth below, by and between Black Bird Biotech, Inc., a Nevada corporation (“BBBT”), and William E. Sluss (“Sluss”).

RECITALS

WHEREAS, Sluss is a director of BBBT; and

WHEREAS, this Agreement is one of six identical agreements necessary to effect the desired reduction in the outstanding shares of common stock.

NOW, THEREFORE, the Agreement of the parties, the promises of each being consideration for the promises of the other:

1. Exchange Agreement. Sluss hereby agrees to exchange 1,615,002 shares of BBBT common stock for 1,000.00 shares of BBBT’s Series A Preferred Stock and BBBT hereby agrees to issued 1,000.00 shares of its Series A Preferred Stock in exchange for the 1,615,002 shares of Sluss.

2. The Exchange. Upon the mutual execution of this Agreement, Sluss shall deliver to BBBT a certificate representing 1,615,002 shares of BBBT common stock and BBBT shall cause to be issued, in book-entry form, 1,000.00 shares of Series A Preferred Stock and the 1,615,002 shares of BBBT common stock to be cancelled and returned to authorized and unissued status (the “Exchange”).

3. Representations and Warranties of BBBT. BBBT represents and warrants to Sluss:

(c) Compliance with Agreements. The execution and performance of this Agreement will not result in any violation or be in conflict with any agreement to which BBBT is a party.

9. Representations and Warranties of Sluss.

(a) Sluss is under no legal disability with respect to entering into, and performing under, this Agreement.

(b) Sluss represents and warrants that Sluss is an “accredited investor.”

(c) Sluss represents and warrants that Sluss understands that the shares of Series A Preferred Stock, including the shares of common stock into which they may be converted, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws in reliance on the exemption provided by Section 4(a)(2) of the Securities Act, relating to transactions not involving a public offering and corresponding state securities laws regarding non-public offerings.

(d) Sluss represents and warrants that the shares of Series A Preferred Stock are not being purchased with a view to or for the resale or distribution thereof and that Sluss has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution.

(e) Sluss consents to the placement of the following legend, or a legend similar thereto, on the certificate representing the shares of Series A Preferred Stock:

10. Miscellaneous.

(c) Governing Law. This Agreement shall be deemed to be a contract made under, governed by and construed in accordance with the substantive laws of the State of Nevada.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and year first above written.

BBBT:
Sluss:

BLACK BIRD BIOTECH, INC.

By:
/s/ Fabian G. Deneault /s/ William E. Sluss

Fabian G. Deneault William E. Sluss

President

EXHIBIT 10.4

SECURITIES EXCHANGE AGREEMENT

This Securities Exchange Agreement is entered into as of the date set forth below, by and between Black Bird Biotech, Inc., a Nevada corporation (“BBBT”), and EFT Holdings, Inc. (“EFT”).

RECITALS

WHEREAS, Jack Jie Qin, a director of BBBT, is the control person of EFT; and

WHEREAS, this Agreement is one of six identical agreements necessary to effect the desired reduction in the outstanding shares of common stock.

NOW, THEREFORE, the Agreement of the parties, the promises of each being consideration for the promises of the other:

1. Exchange Agreement. EFT hereby agrees to exchange 18,221,906 shares of BBBT common stock for 9,778.00 shares of BBBT’s Series A Preferred Stock and BBBT hereby agrees to issued 9,778.00 shares of its Series A Preferred Stock in exchange for the 18,221,906 shares of EFT.

2. The Exchange. Upon the mutual execution of this Agreement, EFT shall deliver to BBBT a certificate representing 18,221,906 shares of BBBT common stock and BBBT shall cause to be issued, in book-entry form, 9,778.00 shares of Series A Preferred Stock and the 18,221,906 shares of BBBT common stock to be cancelled and returned to authorized and unissued status (the “Exchange”).

3. Representations and Warranties of BBBT. BBBT represents and warrants to EFT:

(c) Compliance with Agreements. The execution and performance of this Agreement will not result in any violation or be in conflict with any agreement to which BBBT is a party.

9. Representations and Warranties of EFT.

(a) EFT is under no legal disability with respect to entering into, and performing under, this Agreement.

(b) EFT represents and warrants that EFT is an “accredited investor.”

(c) EFT represents and warrants that EFT understands that the shares of Series A Preferred Stock, including the shares of common stock into which they may be converted, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws in reliance on the exemption provided by Section 4(a)(2) of the Securities Act, relating to transactions not involving a public offering and corresponding state securities laws regarding non-public offerings.

(d) EFT represents and warrants that the shares of Series A Preferred Stock are not being purchased with a view to or for the resale or distribution thereof and that EFT has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution.

(e) EFT consents to the placement of the following legend, or a legend similar thereto, on the certificate representing the shares of Series A Preferred Stock:

10. Miscellaneous.

(c) Governing Law. This Agreement shall be deemed to be a contract made under, governed by and construed in accordance with the substantive laws of the State of Nevada.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and year first above written.

BBBT:
EFT:

BLACK BIRD BIOTECH, INC

EFT HOLDINGS, INC.

By:
/s/ Fabian G. Deneault /s/ Jack Jie Qin

Fabian G. Deneault Jack Jie Qin

President President

EXHIBIT 10.5

SECURITIES EXCHANGE AGREEMENT

This Securities Exchange Agreement is entered into as of the date set forth below, by and between Black Bird Biotech, Inc., a Nevada corporation (“BBBT”), and EF2T, Inc. (“EF2”).

RECITALS

WHEREAS, Jack Jie Qin, a director of BBBT, is the control person of EF2; and

WHEREAS, this Agreement is one of six identical agreements necessary to effect the desired reduction in the outstanding shares of common stock.

NOW, THEREFORE, the Agreement of the parties, the promises of each being consideration for the promises of the other:

1. Exchange Agreement. EF2 hereby agrees to exchange 2,240,768 shares of BBBT common stock for 1,202.00 shares of BBBT’s Series A Preferred Stock and BBBT hereby agrees to issued 1,202.00 shares of its Series A Preferred Stock in exchange for the 2,240,768 shares of EF2.

2. The Exchange. Upon the mutual execution of this Agreement, EF2 shall deliver to BBBT a certificate representing 2,240,768 shares of BBBT common stock and BBBT shall cause to be issued, in book-entry form, 1,202.00 shares of Series A Preferred Stock and the 2,240,768 shares of BBBT common stock to be cancelled and returned to authorized and unissued status (the “Exchange”).

3. Representations and Warranties of BBBT. BBBT represents and warrants to EF2:

(c) Compliance with Agreements. The execution and performance of this Agreement will not result in any violation or be in conflict with any agreement to which BBBT is a party.

9. Representations and Warranties of EF2.

(a) EF2 is under no legal disability with respect to entering into, and performing under, this Agreement.

(b) EF2 represents and warrants that EF2 is an “accredited investor.”

(c) EF2 represents and warrants that EF2 understands that the shares of Series A Preferred Stock, including the shares of common stock into which they may be converted, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws in reliance on the exemption provided by Section 4(a)(2) of the Securities Act, relating to transactions not involving a public offering and corresponding state securities laws regarding non-public offerings.

(d) EF2 represents and warrants that the shares of Series A Preferred Stock are not being purchased with a view to or for the resale or distribution thereof and that EF2 has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution.

(e) EF2 consents to the placement of the following legend, or a legend similar thereto, on the certificate representing the shares of Series A Preferred Stock:

10. Miscellaneous.

(c) Governing Law. This Agreement shall be deemed to be a contract made under, governed by and construed in accordance with the substantive laws of the State of Nevada.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and year first above written.

BBBT:		EF2:

BLACK BIRD BIOTECH, INC.		EF2T, INC.

By:	/s/ Fabian G. Deneault	/s/ Jack Jie Qin
	Fabian G. Deneault	Jack Jie Qin
	President	President

EXHIBIT 10.6

SECURITIES EXCHANGE AGREEMENT

This Securities Exchange Agreement is entered into as of the date set forth below, by and between Black Bird Biotech, Inc., a Nevada corporation (“BBBT”), and Astonia LLC (“Astonia”).

RECITALS

WHEREAS, Jack Jie Qin, a director of BBBT, is the control person of Astonia; and

WHEREAS, this Agreement is one of six identical agreements necessary to effect the desired reduction in the outstanding shares of common stock.

NOW, THEREFORE, the Agreement of the parties, the promises of each being consideration for the promises of the other:

1. Exchange Agreement. Astonia hereby agrees to exchange 2,831,661 shares of BBBT common stock for 1,520.00 shares of BBBT’s Series A Preferred Stock and BBBT hereby agrees to issued 1,520.00 shares of its Series A Preferred Stock in exchange for the 2,831,661 shares of Astonia.

2. The Exchange. Upon the mutual execution of this Agreement, Astonia shall deliver to BBBT a certificate representing 2,831,661 shares of BBBT common stock and BBBT shall cause to be issued, in book-entry form, 1,520.00 shares of Series A Preferred Stock and the 2,831,661 shares of BBBT common stock to be cancelled and returned to authorized and unissued status (the “Exchange”).

3. Representations and Warranties of BBBT. BBBT represents and warrants to Astonia:

(c) Compliance with Agreements. The execution and performance of this Agreement will not result in any violation or be in conflict with any agreement to which BBBT is a party.

9. Representations and Warranties of Astonia.

(a) Astonia is under no legal disability with respect to entering into, and performing under, this Agreement.

(b) Astonia represents and warrants that Astonia is an “accredited investor.”

(c) Astonia represents and warrants that Astonia understands that the shares of Series A Preferred Stock, including the shares of common stock into which they may be converted, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws in reliance on the exemption provided by Section 4(a)(2) of the Securities Act, relating to transactions not involving a public offering and corresponding state securities laws regarding non-public offerings.

(d) Astonia represents and warrants that the shares of Series A Preferred Stock are not being purchased with a view to or for the resale or distribution thereof and that Astonia has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution.

(e) Astonia consents to the placement of the following legend, or a legend similar thereto, on the certificate representing the shares of Series A Preferred Stock:

10. Miscellaneous.

(c) Governing Law. This Agreement shall be deemed to be a contract made under, governed by and construed in accordance with the substantive laws of the State of Nevada.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and year first above written.

BBBT:
Astonia:

BLACK BIRD BIOTECH, INC.

ASTONIA LLC

By:
/s/ Fabian G. Deneault /s/ Jack Jie Qin

Fabian G. Deneault Jack Jie Qin

President Manager

EXHIBIT 99.1

Black Bird Biotech Management Affirms Long-Term Commitment, Exchanges One-Third,

over 120 Million, of Outstanding Common Shares for Preferred Shares

FLOWER MOUND, TX, August 15, 2022 - Black Bird Biotech, Inc. (OTC: BBBT), manufacturer and distributor of plant-based MiteXstream^TM biopesticide, announced that the members of its Board of Directors have agreed to exchange a total of nearly 124 million shares, or approximately 36%, of the Company’s outstanding common stock for shares of a new Series A Preferred Stock. All of the transactions are expected to be completed by August 19, 2022, with two of the transactions, representing approximately 99 million shares of common stock, expected to be completed today, August 15, 2022.

In announcing these actions, the Company’s President, Fabian Deneault, stated, “We’ve invested four years into our MiteXstream^TM Mission and we will gladly invest that again, and then some, if that is what it takes to establish MiteXstream^TM as the globally-recognized game-changing biopesticide that we know it is. Our actions reaffirm our team’s commitment to that Mission, on the one hand, and, on the other, our commitment to taking decisive actions we believe will minimize dilution to our shareholders over the long term, especially as the MiteXstream^TM message is gaining traction. The dynamic quality of MiteXstream^TM demands these commitments.”

Bill LoBell, the Company’s Sales Executive VP, added, “To Fabian’s point, two recent sales of MiteXstream^TM are illustrative of the ‘ah-hah’ moments that are happening. About a month ago, a customer in a smaller Oklahoma town purchased a gallon of MiteXstream^TM through our online store. Accounting for shipping time, this customer purchased three more gallons last week, after just two-and-a-half or three weeks. Clearly, MiteXstream^TM did the job as advertised. And, we remain excited to show MiteXstream^TM at the Cannabis Conference 2022 in Las Vegas later this month.”

The holders of the Company’s Series A Preferred Stock possess, as a class, voting control of the Company and have the right to convert their Series A Preferred Stock back into shares of common stock at any time. More information about the Series A Preferred Stock and their issuance is available on the Company’s SEC EDGAR page.

For news and updates, shareholders, prospective investors and prospective business partners are encouraged to follow @BBBT_Corporate on Twitter and @BlackBirdBiotech on Instagram. Also visit BBBT’s corporate website, BlackBirdBiotech.com, for additional information about the company.

About BBBT

Black Bird Biotech is positioned to exploit market segments with powerful, re-imagined biotech products. Its EPA-registered biopesticide, MiteXstream^TM, eradicates mites and similar pests, including spider mites (a lethal pest in cannabis, grapes, hops, coffee, strawberries and many other agricultural crops), and eliminates molds and mildews. MiteXstream^TM is a pesticide, but it is not a poison – it’s a pesticide re-imagined. The MiteXstream^TM Edge: use through the day of harvest without concern for residual “pesticide” violations, including as it pertains to state cannabis testing. MiteXstream^TM is the foundational element of the company that carries vast potential worldwide as a highly effective, safe and extremely cost-effective replacement for many traditional “poisonous” pesticides.

Forward Looking Statements:

This current press release contains “forward-looking statements,” as that term is defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future, including but not limited to, any products sold or cash flow from operations.

Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with distribution and difficulties associated with obtaining financing on acceptable terms. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that the beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to our most recent annual report for our last fiscal year, our quarterly reports, and other periodic reports filed from time-to-time with the Securities and Exchange Commission.

Contact:

Eric Newlan

Vice President

833-223-4204

eric@newlanpllc.com

BlackBirdBiotech.com

SOURCE: Black Bird Biotech, Inc.

BBBT:		Deneault:

BLACK BIRD BIOTECH, INC.

By:	/s/ Eric Newlan	/s/ Fabian G. Deneault
	Eric Newlan	Fabian G. Deneault
	Vice President

BBBT:		NNLtd:

BLACK BIRD BIOTECH, INC.		NEWLAN & NEWLAN, LTD.

By:	/s/ Fabian G. Deneault	/s/ Eric Newlan
	Fabian G. Deneault	Eric Newlan
	President	President

BBBT:		Sluss:

BLACK BIRD BIOTECH, INC.

By:	/s/ Fabian G. Deneault	/s/ William E. Sluss
	Fabian G. Deneault	William E. Sluss
	President

BBBT:		EFT:

BLACK BIRD BIOTECH, INC		EFT HOLDINGS, INC.

By:	/s/ Fabian G. Deneault	/s/ Jack Jie Qin
	Fabian G. Deneault	Jack Jie Qin
	President	President

BBBT:		Astonia:

BLACK BIRD BIOTECH, INC.		ASTONIA LLC

By:	/s/ Fabian G. Deneault	/s/ Jack Jie Qin
	Fabian G. Deneault	Jack Jie Qin
	President	Manager