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 9, 2021

 

OMNIA WELLNESS INC.

(Exact Name of Registrant as Specified in Charter)

 

Nevada   333-211986   98-1291924

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

999 18th Street

Suite 3000

Denver, Colorado 80202

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (303) 325-3738

 

 

(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 (see General Instruction A.2. below):

 

[  ] 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 Symbol(s)   Name of exchange on which registered
N/A   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 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [X]             

 

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

 

The information set forth in Item 2.03 in this Form 8-K regarding the Note (as defined in Item 2.03) and in Item 5.02 in this Form 8-K regarding the CFO Consulting Agreement (as defined in Item 5.02), in each case is incorporated herein by reference.

 

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

 

On March 9, 2021 (the “Issue Date”), Omnia Wellness Inc. (the “Company”) executed a convertible promissory note (the “Note”) with an investor (the “Lender” ) who loaned to the Company $100,000 (the “Loan”).

 

The Note will be payable on earlier of: (a) the one year anniversary of the Issue Date or (b) the Conversion Date (as defined in the Note) or other event pursuant to which Conversion Shares (as defined in the Note) are to be issued pursuant to the terms of the Note (the “Maturity Date”).

 

All the outstanding principal and accrued interest on the Note shall convert into New Round Stock (as defined in the Note) upon the consummation of the next equity round of financing of the Company in whatever form or type that raises $2,000,000 or more of gross proceeds (a “Qualified Financing”), based upon a conversion price equal to a 20% discount to the actual price per New Round Stock in the Qualified Financing.

 

Additionally, at any time before the Maturity Date, at the option of the Lender, all of the outstanding principal and accrued interest on the Note shall convert into the Company’s common stock, based upon a conversion price equal to a 25% discount to the average closing price of the common stock on the primary trading market thereof for the five-trading day period ending on the latest complete trading day prior to the delivery date of the notice of conversion.

 

The Company intends to use the net proceeds from the Loan for its general working capital.

 

The Note contains customary events of default, which, if uncured, entitle the Lender to accelerate the due date of the unpaid principal amount of the Note.

 

The foregoing is a brief description of the terms of the Note and is qualified in its entirety by reference to the full text of the Note, the form of which is included as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities

 

On or about March 15, 2021, the Company issued:

 

  An aggregate of 514,392 shares of common stock to existing lenders upon the previous conversion of such lenders’ loans to the Company of approximately $925,905 in principal plus accrued interest. All such shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as no general solicitation was used in the offer and sale of such securities.
     
  An aggregate of 270,000 shares of common stock to existing lenders as consideration for the previous extension of the maturity dates of existing loans to the Company held by such lenders. All such shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as no general solicitation was used in the offer and sale of such securities.
     
  An aggregate of 247,800 shares of common stock to consultants as consideration for services provided by such consultants to the Company. The issuance of such shares was exempt from registration under Section 4(a)(2) under the Securities Act as a transaction not involving a public offering, as the issuance thereof was made to a limited number of persons or entities as compensation for services rendered.

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

 

As of March 11, 2021, the Company appointed Dr. Andrew E. Trumbach, age 59, as its Chief Financial Officer.

 

Since 1992, Dr. Trumbach has been a consultant providing tax, accounting and financial analysis services and accounting information systems solutions to middle market companies and family owned businesses.

 

From 2008 to 2014, Dr. Trumbach was a part-time Professor at Nova Southeastern University, H. Wayne Huizenga School of Business and Entrepreneurship, where he taught classes on accounting, management and cost accounting, and accounting information systems.

 

 

 

 

He was the CFO of a holding company from 2008 to 2019 that owned and operated one of the largest perfume distribution business operating worldwide. The company acquired and managed affiliated companies that included over 45 retail stores and a duty-free company operating airline, cruise, and retail duty free and duty paid concessions located in cruise, airport, and border locations worldwide.

 

Prior to 2008, Dr. Trumbach spent 14 years as the CFO/CIO and Sr VP of a family-owned holding and investment company that included a portfolio that consisted of commercial, industrial, and residential real estate holdings, mining operations, outdoor advertising, publishing, polling, water and sewer utility, mobile home parks, data centers, and funeral homes.

 

Prior to moving to industry, Dr. Trumbach spent three years working in an international accounting firm and five years in a regional firm working in public accounting in both the Caribbean and the United States.

 

Dr. Trumbach is currently a director of Borrowmoney.com, Inc. (OTCPink:BWMY).

 

In addition to a Bachelor of Science degree in Accounting and a Master of Business Administration degree, Dr. Trumbach has earned Doctorate degrees in both Information Technology Management and Accounting. He has undertaken numerous consulting projects for major companies in the United States and the Caribbean.

 

The Company entered into a CFO Consulting Agreement with Dr. Trumbach, dated as of March 11, 2021 (the “CFO Consulting Agreement”). Pursuant to the CFO Consulting Agreement, Dr. Trumbach will serve as the non-employee chief financial officer of the Company on a part-time basis. The term of the CFO Consulting Agreement is one year, subject to the Company’s right to terminate on 30 days’ written notice.

 

As compensation for the services to be provided by Dr. Trumbach, the Company shall pay an initial $2,000/month, which amount will be reviewed in thirty days and adjusted based on the amount of back work or other projects that may have to be completed outside the normal scope contemplated by the CFO Consulting Agreement.

 

The foregoing is intended only to be a summary of the CFO Consulting Agreement and is qualified in its entirety by reference to the CFO Consulting Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on 8-K, and which is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit   Description
10.1   Convertible Promissory Note
10.2   CFO Consulting Agreement

 

 

 

 

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 thereunto duly authorized.

 

Date: March 15, 2021

 

  OMNIA WELLNESS INC.
     
  By: /s/ Steve Howe
  Name: Steve Howe
  Title: Executive Chairman

 

 

 

 

 

Exhibit 10.1

 

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REQUIREMENTS OF SUCH ACT OR SUCH LAWS.

 

 

 

OMNIA WELLNESS INC.

 

CONVERTIBLE PROMISSORY NOTE

 

Principal Amount: $100,000 Issue Date: March 9, 2021

 

Omnia Wellness Inc., a Nevada corporation (the “Company”), for value received, hereby promises to pay to Omar Ali or its permitted assigns or successors (the “Holder”), the principal amount of One Hundred Thousand Dollars ($100,000) (the “Principal Amount”), without demand, on the Maturity Date (as hereinafter defined), together with any accrued and unpaid interest due thereon. This Note shall bear interest at a fixed rate of eight percent (8%) per annum, beginning on the Issue Date. Interest shall be computed based on a 360-day year of twelve 30-day months and shall be payable, along with the Principal Amount, on the Maturity Date. Except as set forth in Section 3, payment of all principal and interest due shall be in such coin or currency of the United States of America as shall be legal tender for the payment of public and private debts at the time of payment.

 

1. Definitions.

 

1.1 Definitions. The terms defined in this Section 1 whenever used in this Note shall have the respective meanings hereinafter specified.

 

“Applicable Laws” means any and all applicable foreign, federal, state and local statutes, laws, regulations, ordinances, policies, and rules or common law (whether now existing or hereafter enacted or promulgated), of any and all governmental authorities, agencies, departments, commissions, boards, courts, or instrumentalities of the United States, any state of the United States, any other nation, or any political subdivision of the United States, any state of the United States or any other nation, and all applicable judicial and administrative, regulatory or judicial decrees, judgments and orders, including common law rules and determinations.

 

“Common Stock” means the common stock, par value $0.001 per share, of the Company.

 

“Conversion Shares” means the New Round Stock and/or other securities issued or issuable to the Holder upon a Conversion Date pursuant to Article 3.

 

“Conversion Date” means, as applicable, (a) the Qualified Financing Conversion Date or (b) any other date of conversion of this Note pursuant to the terms hereof.

 

“Event of Default” shall have the meaning set forth in Section 6.1.

 

“Holder” or “Holders” means the Person named above or any Person who shall thereafter become a recordholder of this Note in accordance with the terms hereof.

 

 
 

 

“Issue Date” means the issue date stated above.

 

“Maturity Date” shall mean the earlier of: (a) the one (1) year anniversary of the Issue Date or (b) the Conversion Date or other event pursuant to which Conversion Shares are to be issued pursuant to the terms of this Note.

 

“New Round Stock” means the securities (or units of securities if more than one security are sold as a unit) issued by the Company in the Qualified Financing.

 

“Note” means this Convertible Note, as amended, modified or restated.

 

“Person” means an individual, corporation, partnership, limited liability company, association, trust, joint venture, unincorporated organization or any government, governmental department or agency or political subdivision thereof.

 

“Qualified Financing” means the next equity round of financing of the Company in whatever form or type that raises $2,000,000 or more of gross proceeds.

 

“Securities Act” means the United States Securities Act of 1933, as amended.

 

Trading Day” shall mean any day on which the Common Stock is tradable for any period on the primary Trading Market on which the Common Stock is then being traded.

 

“Trading Market” means the New York Stock Exchange, the NYSE American Stock Exchange, the Nasdaq Global Select Market, the NASDAQ Global Market, the Nasdaq Capital Market, or any one of the OTCQB, the OTCQX or OTC Pink market places of the OTC Markets, or such other market or exchange on which the Company’s Common Stock is then listed, quoted or traded.

 

2. GENERAL PROVISIONS.

 

2.1 Loss, Theft, Destruction of Note. Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of this Note and, in the case of any such loss, theft or destruction, upon receipt of indemnity or security reasonably satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Note, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Note, a new Note of like tenor and unpaid principal amount dated as of the date hereof. This Note shall be held and owned upon the express condition that the provisions of this Section 2.1 are exclusive with respect to the replacement of a mutilated, destroyed, lost or stolen Note and shall preclude any and all other rights and remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement of negotiable instruments or other securities without their surrender.

 

 
 

 

2.2 Prepayment; Redemption. This Note may not be prepaid by the Company in whole or in part, except with the prior written consent of the Holder. This Note may not be redeemed by the Company in whole or in part, except with the prior written consent of the Holder.

 

3. CONVERSION OF NOTE.

 

3.1 Conversion upon Qualified Financing. Without any action on the part of the Holder, all of the outstanding principal and accrued interest (the “Outstanding Balance”) shall convert into that number of shares (or other denomination as applicable) of New Round Stock upon the consummation of a Qualified Financing (the “Qualified Financing Conversion Date”), based upon a conversion price equal to a 20% discount to the actual price per New Round Stock in the Qualified Financing.

 

3.2 Optional Conversion. The Outstanding Balance shall, at the option of the Holder upon five (5) day’s prior written notice to the Company (the “Notice of Conversion”), convert into that number of shares of Common Stock, based upon a conversion price equal to a 25% discount to the average closing price of the Common Stock on the primary Trading Market thereof for the five (5) Trading Day period ending on the latest complete Trading Day prior to the delivery date of the Notice of Conversion.

 

3.3 Cancellation. Upon and as of the applicable Conversion Date, this Note will be cancelled on the books and records of the Company and shall represent the right to receive the Conversion Shares.

 

3.4 Delivery of Securities Upon Conversion.

 

(a) As soon as is practicable after the Conversion Date, the Company shall deliver to the Holder a certificate or certificates evidencing the Conversion Shares issuable to the Holder, or other evidence thereof in the event the Conversion Shares are issued by the Company in book-entry format.

 

(b) The issuance of certificates for Conversion Shares upon conversion of this Note shall be made without charge to the Holder for any issuance tax in respect thereof or other cost incurred by the Company in connection with such conversion and the related issuance of securities. Upon conversion of this Note, the Company shall take all such actions as are necessary in order to ensure that the Conversion Shares so issued upon such conversion shall be validly issued, fully paid and nonassessable.

 

3.5 Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon conversion of this Note. If any conversion of this Note would create a fractional share or a right to acquire a fractional share, the Company shall round to the nearest whole number.

 

 
 

 

4. STATUS; RESTRICTIONS ON TRANSFER.

 

4.1 Status of Note. This Note is a direct, general and unconditional obligation of the Company, and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms subject, as to enforcement, to bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. This Note does not confer upon the Holder any right to vote or to consent or to receive notice as a stockholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a stockholder, prior to conversion hereof into Conversion Shares.

 

4.2 Restrictions on Transferability. This Note and any Conversion Shares issued with respect to this Note, have not been registered under the Securities Act, or under any state securities or so-called “blue sky laws,” and may not be offered, sold, transferred, hypothecated or otherwise assigned except (a) pursuant to a registration statement with respect to such securities which is effective under the Act or (b) upon receipt from counsel satisfactory to the Company of an opinion, which opinion is satisfactory in form and substance to the Company, to the effect that such securities may be offered, sold, transferred, hypothecated or otherwise assigned (i) pursuant to an available exemption from registration under the Act and (ii) in accordance with all applicable state securities and so-called “blue sky laws.” The Holder agrees to be bound by such restrictions on transfer. The Holder further consents that the certificates representing the Conversion Shares that may be issued with respect to this Note may bear a restrictive legend to such effect.

 

5. COVENANTS. In addition to the other covenants and agreements of the Company set forth in this Note, the Company covenants and agrees that so long as this Note shall be outstanding:

 

5.1 Payment of Note. The Company will punctually, according to the terms hereof, (a) within thirty (30) days after the Maturity Date, pay or cause to be paid all amounts due under this Note and (b) reasonably promptly issue the Conversion Shares upon the Conversion Date.

 

5.2 Notice of Default. If any one or more events occur which constitute or which, with the giving of notice or the lapse of time or both, would constitute an Event of Default or if the Holder shall demand payment or take any other action permitted upon the occurrence of any such Event of Default, the Company will forthwith give notice to the Holder, specifying the nature and status of the Event of Default or other event or of such demand or action, as the case may be.

 

5.3 Compliance with Laws. The Company will comply in all material respects with all Applicable Laws, except where the necessity of compliance therewith is contested in good faith by appropriate proceedings.

 

5.4 Use of Proceeds. The Company shall use the proceeds of this Note for general working capital.

 

6. REMEDIES.

 

6.1 Events of Default. “Event of Default” wherever used herein means any one of the following events:

 

(a) The Company shall fail to issue and deliver the Conversion Shares in accordance with Section 3;

 

 
 

 

(b) Default in the due and punctual payment of the principal of, or any other amount owing in respect of (including interest), this Note when and as the same shall become due and payable, subject to a thirty (30) day cure period;

 

(c) Default in the performance or observance of any covenant or agreement of the Company in this Note (other than a covenant or agreement a default in the performance of which is specifically provided for elsewhere in this Section 6.1), and the continuance of such default for a period of 10 days after there has been given to the Company by the Holder a written notice specifying such default and requiring it to be remedied;

 

(d) The entry of a decree or order by a court having jurisdiction adjudging the Company as bankrupt or insolvent; or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under the Federal Bankruptcy Code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of the Company or of any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 calendar days;

 

(e) The institution by the Company of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable federal or state law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors;

 

(f) The Company seeks the appointment of a statutory manager or proposes in writing or makes a general assignment or an arrangement or composition with or for the benefit of its creditors or any group or class thereof or files a petition for suspension of payments or other relief of debtors or a moratorium or statutory management is agreed or declared in respect of or affecting all or any material part of the indebtedness of the Company; or

 

(g) It becomes unlawful for the Company to perform or comply with its obligations under this Note.

 

6.2 Effects of Default. If an Event of Default occurs and is continuing, then and in every such case the Holder may declare this Note to be due and payable immediately, by a notice in writing to the Company, and upon any such declaration, the Company shall pay to the Holder the outstanding principal amount of this Note plus all accrued and unpaid interest through the date the Note is paid in full.

 

6.3 Remedies Not Waived; Exercise of Remedies. No course of dealing between the Company and the Holder or any delay in exercising any rights hereunder shall operate as a waiver by the Holder. No failure or delay by the Holder in exercising any right, power or privilege under this Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable Law.

 

 
 

 

7. SUBORDINATION.

 

7.1 The Company agrees and the Holder, by acceptance of this Note, agrees, expressly for the benefit of the present and future holders of Senior Indebtedness (as defined below), that, except as otherwise provided herein, upon (a) an event of default under any Senior Indebtedness (as defined below), or (b) any dissolution, winding up or liquidation of the Company, whether or not in bankruptcy, insolvency or receivership proceedings, the Company shall not pay, and the Holder shall not be entitled to receive, any amount in respect of the principal and interest of such Note unless and until the Senior Indebtedness shall have been paid or otherwise discharged. For purposes of this Note, “Senior Indebtedness” shall mean, unless expressly subordinated to or made on a parity with the amounts due under this Note, the principal of (and premium, if any), unpaid interest on and amounts reimbursable, fees, expenses, costs of enforcement and other amounts due in connection with, indebtedness for borrowed money of the Company, to banks, insurance companies, commercial finance lenders, leasing or equipment financing institutions or other regulated lending institutions (excluding any indebtedness convertible into equity securities of the Company). Upon (i) an event of default under any Senior Indebtedness, or (ii) any dissolution, winding up or liquidation of the Company, any payment or distribution of assets of the Company, which the Holder would be entitled to receive in respect of the Note but for the provisions hereof, shall be paid by the liquidating trustee or agent or other Person making such payment or distribution directly to the holders of Senior Indebtedness ratably according to the aggregate amounts remaining unpaid on Senior Indebtedness after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness. Subject to the payment in full of the Senior Indebtedness and until this Note is paid in full, the Holder shall be subrogated to the rights of the holders of the Senior Indebtedness (to the extent of payments or distributions previously made to the holders of Senior Indebtedness pursuant to this Section 7.1 to receive payments or distributions of assets of the Company applicable to the Senior Indebtedness).

 

7.2 Nothing in this Section 7 is intended to impair, as between the Company, its creditors (other than the holders of Senior Indebtedness) and the Holder, the unconditional and absolute obligation of the Company to pay the principal of and interest on this Note or affect the relative rights of the Holder and the other creditors of the Company, other than the holders of Senior Indebtedness. Nothing in this Note shall prevent the Holder from exercising all remedies otherwise permitted by Applicable Law upon default under the Note, subject to the rights, if any, of the holders of Senior Indebtedness in respect to cash, property or securities of the Company received upon the exercise of any such remedy.

 

8. REPRESENTATIONS AND WARRANTIES BY THE HOLDER. The Holder represents and warrants to the Company that:

 

8.1 The Holder is acquiring this Note for the Holder’s own account, as principal, for investment purposes only and not with any intention to resell, distributes or otherwise dispose of the Note, as the case may be, in whole or in part.

 

 
 

 

8.2 The Holder has had an unrestricted opportunity to: (i) obtain information concerning this Note and the offering thereof (the “Offering”), the Company, and its proposed and existing business, assets and financial condition; and (ii) ask questions of, and receive answers from the Company concerning the terms and conditions of the Offering and to obtain such additional information as may have been necessary to verify the accuracy of the information contained in this Note or otherwise provided.

 

8.3 The Holder is an Accredited Investor, within the meaning of Securities and Exchange Commission (“SEC”) Rule 501 of Regulation D, and has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of investing in the Company, and all information that the Holder has provided concerning the Holder, the Holder’s financial position and knowledge of financial and business matters is true, correct and complete. The Holder acknowledges and understands that the Company will rely on the information provided by the Holder in this Note for purposes of complying with federal and applicable state securities laws.

 

8.4 Except as otherwise disclosed in writing by the Holder to the Company, the Holder has not dealt with a broker in connection with the purchase of this Note and agrees to indemnify and hold the Company and its officers and directors harmless from any claims for brokerage or fees in connection with the transactions contemplated herein.

 

8.5 The Holder is not relying on the Company or any of its management, officers or employees with respect to any legal, investment or tax considerations involved in the purchase, ownership and disposition of Notes. The Holder has relied solely on the advice of, or has consulted with, in regard to the legal, investment and tax considerations involved in the purchase, ownership and disposition of Notes, the Holder’s own legal counsel, business and/or investment adviser, accountant and tax adviser.

 

8.6 The Holder understands that this Note, or the securities into which it may convert, cannot be sold, assigned, transferred, exchanged, hypothecated or pledged, or otherwise disposed of or encumbered except in accordance with the Securities Act or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and that no market will exist for the resale of any such securities. In addition, the Holder understands that this Note or the securities into which it may convert, have not been registered under the Securities Act, or under any applicable state securities or blue sky laws or the laws of any other jurisdiction, and cannot be resold unless they are so registered or unless an exemption from registration is available. The Holder understands that there is no current plan to register the Notes or the securities into which they may convert.

 

8.7 The Holder is willing and able to bear the economic and other risks of an investment in the Company for an indefinite period of time. The Holder has read and understands the provisions of this Note.

 

8.8 The Holder maintains the Holder’s domicile, and is not merely a transient or temporary resident, at the residence address shown on the signature page of this Note.

 

 
 

 

8.9 The Holder is not participating in the Offering as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio; (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising; or (iii) any registration statement the Company may have filed with the SEC.

 

8.10 If the Holder is an entity, the Holder is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, as the case may be. The Holder has all requisite power and authority to own its properties, to carry on its business as presently conducted, to enter into and perform this Note and to carry out the transactions contemplated hereby. This Note is a valid and binding obligation of the Holder, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws, from time to time in effect, which affect enforcement of creditors’ rights generally. If applicable, the execution, delivery and performance of this Note has been duly authorized by all necessary action of the Holder. The execution, delivery and performance of this Note and the performance of any transactions contemplated by this Note will not: (i) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any contract or obligation to which the Holder is a party or by which it or its assets are bound, or any provision of its organizational documents (if an entity), or cause the creation of any lien or encumbrance upon any of the assets of the Holder; (ii) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency applicable to the Holder; (iii) require from the Holder any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws; or (iv) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Holder is a party or by which it is bound.

 

8.11 The Holder acknowledges and agrees that the Company intends, in the future, to raise additional funds to expand its business which may include, without limitation, the need to: fund more rapid expansion; fund additional marketing expenditures; enhance its operating infrastructure; hire additional personnel; respond to competitive pressures; or acquire complementary businesses or necessary technologies.

 

8.12 The Holder acknowledges and agrees that the Company will have broad discretion with respect to the use of the proceeds from this Offering, and the Holder will be relying on the judgment of management regarding the application of these proceeds.

 

8.13 Neither the Holder nor any of its Rule 506(d) Related Parties is a “bad actor” within the meaning of Rule 506(d) promulgated under the Securities Act. For purposes of this Note, “Rule 506(d) Related Party” shall mean a Person covered by the “Bad Actor disqualification” provision of Rule 506(d) of the Securities Act.

 

8.14 The Holder understands the various risks of an investment in the Company, and has carefully reviewed the various risk factors and other disclosures of the Company set forth in the periodic reports and other documents it files with the SEC under the Exchange Act.

 

 
 

 

9. MISCELLANEOUS.

 

9.1 Severability. If any provision of this Note shall be held to be invalid or unenforceable, in whole or in part, neither the validity nor the enforceability of the remainder hereof shall in any way be affected.

 

9.2 Notice. Where this Note provides for notice of any event, such notice shall be given (unless otherwise herein expressly provided) in writing and either (a) delivered personally, (b) sent by certified, registered or express mail, postage prepaid or (c) sent by other electronic transmission, and shall be deemed given when so delivered personally, sent by electronic transmission (confirmed in writing) or mailed. Notices shall be addressed, if to Holder, to its address as provided below or subsequently to the Company from time to time and, if to the Company, to its principal office.

 

9.3 Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of Nevada (without giving effect to any conflicts or choice of law provisions that would cause the application of the domestic substantive laws of any other jurisdiction).

 

9.4 Forum. The Holder and the Company hereby agree that any dispute which may arise out of or in connection with this Note shall be adjudicated before a court of competent jurisdiction in the State of Nevada and they hereby submit to the exclusive jurisdiction of the federal or state courts of the State of Nevada, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, with respect to any action or legal proceeding commenced by either of them and hereby irrevocably waive any objection they now or hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum.

 

9.5 Headings. The headings of the Articles and Sections of this Note are inserted for convenience only and do not constitute a part of this Note.

 

9.6 Amendments. This Note may be amended or waived only with the written consent of the Company and the Holder.

 

9.7 No Recourse Against Others. The obligations of the Company under this Note are solely obligations of the Company and no officer, employee or stockholder shall be liable for any failure by the Company to pay amounts on this Note when due or perform any other obligation.

 

9.8 Assignment; Binding Effect. This Note may be assigned by the Company without the prior written consent of the Holder. This Note shall be binding upon and inure to the benefit of both parties hereto and their respective permitted successors and assigns.

 

Signature on the Following Page

 

 
 

 

In Witness Whereof, the Company and the Holder have caused this Note to be signed as of the date hereinabove written.

 

  Omnia Wellness Inc.
     
  By: /s/ Steve R. Howe
  Name: Steve R. Howe
  Title: Executive Chairman

 

 

HOLDER:
       
Signature of Holder(s):
       
By:

/s/ Omar Ali

  Omar Ali
Name: Omar Ali   Print Name of Holder(s)
Title: Individual    

 

________________________________________  
Social Security Number(s) or EIN  
   
   
Mailing Address of Holder(s) Residence of Holder(s)
   
________________________________________ __________________________________
Street Street
   
__________________________________________ __________________________________
City State Zip Code City           State             Zip Code
   
If Joint Ownership, check one:  
   
[  ] Joint Tenants with Right of Survivorship  

[  ] Tenants-in-Common

[  ] Tenants by the Entirety

 
[  ] Community Property  
[  ] Other (specify):____________________  

 

Signature Page to Convertible Promissory Note

 

 

 

 

Exhibit 10.2 

 

CFO CONSUL TING AGREEMENT dated as of March 11, 2021 (this “Agreement “), between Omnia Wellness (the “Company”), and Dr. Andrew Trumbach ( the “Consultant” ) .

 

WHEREAS, as the Board of Directors of the Company desires to engage Consultant to provide consulting services, upon the terms and subject to the conditions hereinafter set forth; and

 

WHEREAS, the Consultant has agreed to provide such consulting services upon the terms and subject to the conditions hereinafter set forth.

 

NOW, THEREFORE, in consideration of the above premises and for other good and valuable considerations, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows:

 

1. Independent Consultant. The Company, through the action of its Board of Directors (the “Board”), hereby engages the Consultant, and the Consultant will serve the Company, as a consultant. During the term of this Agreement, the Consultant will serve as the non-employee chief financial officer (“CFO”) of the Company on a part-time basis. The Company confirms that the Consultant has been duly elected as the CFO of the Company and will remain as an executive officer of the Company during the term of this Agreement.
   
2. Duties, Terms and Compensation. The Consultant’s duties, term of engagement, compensation and provisions for payment thereof are detailed in the attached Exhibit A, which may be amended in writing from time to time by the Consultant and agreed to by the Company, and which collectively are hereby incorporated by reference.
   
3. Expenses. During the term of this agreement, the Consultant shall bill and the Company shall reimburse the Consultant for all reasonable and approved out-of-pocket expenses which are incurred in connection with the performance of the duties hereunder.
   
4. Confidentiality. The Consultant acknowledges that during the engagement he will have access to and became acquainted with various trade secrets, inventions, innovations,  processes, information, records and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company’s business and products process, methods, customer lists, accounts and procedures. The Consultant agrees that he will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this this Agreement or at any time thereafter, except as required in the course of this engagement with the Company. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Company, whether prepared by the Consultant or otherwise coming into his possession, shall remain the exclusive property of the Company. The Consultant shall not retain any copies of the foregoing the Company’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Company, the Consultant shall immediately deliver to the Company all such files, records, documents, specifications, information, and other items in his possession or under his control.

 

 

 

 

5. Conflicts of Interest; Non-hire Provision. The Consultant represents that he is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the Consultant and any third party. Further, the Consultant, in rendering his duties shall not utilize any invention, discovery, development, improvement, innovation, or trade sacred in which he does not have a proprietary interest. During the term of this agreement, the Consultant shall devote as much of his productive time, energy, and abilities to the performance of his duties hereunder as is necessary to perform the required duties in a timely and productive manner. The Consultant is expressly free to perform services for other parties while performing services for the Company.
   
6. Indemnification and D&O Insurance: The Company agrees to defend, indemnify (including, without limitation, by providing for the advancement of expenses and reasonable attorney’s fees) and hold harmless the Consultant for any and all acts taken or omitted to be taken by the Consultant hereunder (except for bad faith, gross negligence or willful misconduct) as if the Consultant was an officer of the Company as provided in the charter and bylaws of the Company in accordance with the same terms, conditions, limitations, standards, duties, rights, and obligations as an officer. The provisions of this Section shall survive any termination of this Agreement. In addition, until the (5) year anniversary of the termination or expiration of this Agreement, The Company shall maintain in effect liability insurance coverage for the Consultant (as an insured person) with respect to his service under this Agreement, on the same or more favorable terms and conditions (from the perspective of the Consultant) as under the liability insurance policies of the Company in effect as of the date of this Agreement.
   
7. Merger. This Agreement shall not be terminated by the merger or consolidation of the Company into or with any other entity.
   
8. Termination. The Company may terminate this Agreement at any time by 30 days’ written notice to the Consultant.
   
9. Independent Consultant. This Agreement shall not render the Consultant an employee, partner, agent of, or joint venturer with the Company for any purpose. The Consultant is and will remain an independent Consultant in his relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Consultant’s compensation hereunder. The Consultant shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
   
10. Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.

 

 

 

 

11. Choice of Law. The laws of the state of Florida shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.
   
12. Arbitration. Any controversies arising out of the terms of this Agreement or its  interpretation shall be settled in Fort Lauderdale, Florida in accordance with the rules of the American Arbitration Association, and the judgment upon award may be entered in any court having jurisdiction thereof.
   
13.  Headings. Section headings are not to be considered a pert of this Agreement and are not intended to be a full and accurate description of the content hereof.
   
14. Waiver. Waiver by one [party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.
   
15. Assignment. The Consultant shall not assign any of his rights under this Agreement, or delegate the performance of any of his duties hereunder, without the prior written consent of the Company.
   
16. Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as follows:

 

  If to the Consultant: Andrew Trumbach
    4405 Peters Road
    Plantation, Fl 33317
    andrew@trumbach.com
  If to the Company:   Omnia Wellness
    Attn: Steve Howe
     showe@solajet.com

 

Any party hereto may change its address for purposes of this paragraph by written notice given in manner provided above.
 
17. Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless is writing signed by the parties hereto.
   
18. Entire Understanding. This document and any exhibit attached constitute to entire understanding and agreement of the parties and any and all prior agreements, understandings, and representations, are hereby terminated and canceled in their entirety and are of no further force and effect.
   
19.  Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the  reminder of this Agreement shall nevertheless remain in full force and effect.

 

 

 

 

IN WHITNESS WHEROF the undersigned have executed this Agreement as of the day and year first written above. The parties hereto agree that facsimile signatures shall be as effective as if originals.

 

Andrew Trumbach    
By: /s/ Andrew Trumbach   Date:
       
/s/ Steve Howe   Date:
Steve Howe    
Director    
Omnia Wellness    

 

 

 

 

SCHEDULE A

 

DUTIES: The Consultant will perform all duties typically required of a Chief Financial Officer, including, but not limited to accounting oversight, preparation of quarterly and annual financial statements to be filed with the SEC, filings required on Forms 8-K and such other filings as may be required and coordination with the Company’s independent public accountants and attorneys with respect to quarterly reviews and annual audits.

 

He will report directly to the President and CEO and to any other party designated by Steve Howe in connection with the performance of the duties under this Agreement and shall fulfill any other duties reasonably requested by the Company and agreed to by the Consultant.

 

TERM: This engagement shall commence upon execution of this Agreement and shall continue in full force and effect for a period of one year. The agreement may only be extended thereafter by mutual agreement, unless terminated ear1ier by operation of and in accordance with this Agreement.

 

COMPENSATION: As compensation for the services rendered pursuant to this Agreement, Company shall pay Consultant an initial $2000 per month effective at the start of the agreement. This amount will be reviewed in 30 days and adjusted based on the amount of back work or other projects that may have to be completed outside the normal scope contemplated by this agreement.