Item 1.01. Execution of important final contracts.
Innovation One Biotech Co., Ltd. (the “Company”) has entered into certain Securities Purchase Agreements (“SPAs”) and November 29, 2022, by and between us and the purchaser named therein (“Buyer”). Pursuant to the SPA, the purchaser has agreed to purchase the maximum. $300,000.00 subscription amount (or
$352,941.00 The original discounted promissory note (the “Note”) and warrants to purchase a total of 4,411,764 shares of our common stock at par $0.001 per share (“common stock”) of two equal tranches $150,000.00 The subscription amount of the note (each, a “tranche”).first tranche of $150,000.00 Note subscription amount ($176,471.00
Stock Acquisition Rights and Stock Acquisition Rights to Purchase 2,205,882 Shares of Common Stock are December 8, 2022Closing of the second tranche of . $150,000 Note subscription amount ($176,471.00 Warrants and warrants for the purchase of 2,205,882 shares of common stock are expected to accrue 30 days after the first tranche.
Warrants are exercisable at the strike price by each purchaser for seven years. $0.08 Subject to customary adjustments and beneficial owner restrictions.
The bonds mature in 18 months and are convertible into common stock at the price of 1 share $0.08 Subject to customary adjustments and beneficial owner restrictions. Debentures are protected by all assets of the company pursuant to specific security agreements between the company and the purchaser.
The above SPA descriptions (including notes and warranty forms) and security agreements are not intended to be complete and are complete by their terms attached to and incorporated into this Agreement as Exhibits 10.1 and 10.2, respectively. modified to See here.
Item 5.02. resignation of a director or certain officer; Election of Directors; Appointment of Certain Officers; Compensation Arrangements for Certain Officers.
Appointment of Directors
Our board of directors (“Board”) has been elected and appointed and is in effect December 5, 2022, Charles W. Allen When Shahin GalakhanianMD, DTM&H and DPH will serve as directors in such capacity until successors are appointed and qualified or early resignation or removal.
Charles W. Allen47 years old. February 5, 2014 Mr. Allen has served as CEO and Chairman of BTCS Inc. (“BTCS”). Board of Directors of BTCS ever since September 11, 2014. Mr Allen He is responsible for the overall corporate strategy and direction of BTCS.ever since January 12, 2018 Mr. Allen Global Bit Ventures Co., Ltd. GBV Co., Ltd. closed in 2019. October 10, 2017, Mr Allen Director of GBV. Mr Allen He has extensive experience in structuring and executing a variety of investment banking and capital markets transactions including business strategies, fundraising, IPOs and M&A. Prior to working in the blockchain industry at BTCS, he worked nationally and internationally on projects in technology, media, natural resources, logistics, medical services, and financial services. He has served as Managing Director of numerous boutique investment banks focused on advising and financing small businesses. Mr Allen
I got a bachelor’s degree in mechanical engineering from Lehigh University and MBA Mason School of Business and William and Mary CollegeThe Board concludes that: Allen’s His professional background and leadership experience make him eligible to serve on the Board.
Shahin GalakhanianMD, DTM&H, DPH, 68 years old. Dr. Galahanian is the chairman,
Decoy Therapeutics Scientific Advisory Board. Dr. Galahanian Physician and Executive with Pharmacy, Leadership/Administrative Expertise and International Achievement: Clinical Medicine, Primary Care Physician, Infectious Diseases and Tropical Medicine @ AP-HP Assistance Public-Hopitux de Paristhe largest hospital system EuropeHe has worked closely with HIV discoverer, 2008 Nobel Laureate Françoise Barré-Sinoussi and HIV co-discoverer. Willie Rosenbaum (Science, 1981). Dr. Galahanian He has held industry positions such as Vice President, Global R&D Group at Vertex Pharmaceuticals Inc. Cambridge Massachusetts, Corporate Operating Council member. He has overseen the clinical and launch of four new therapies, including a “blockbuster” for chronic HCV. In 2011, Dr. Galahanian Established Shahin Garakhanian MD Consulting LLC @ CIC: The Cambridge Innovation Center is an elite consulting network providing strategic and operational expertise in drug development. Worldwide collaborations include over 20 of his companies. Genzyme (united states of america), GSK/ViiV Healthcare (united states of america), Novartis (Switzerland/united states of america), Stallergenes Greer (France/united states of america).
Dr. Galahanian’s medical education is Paris-Sorbonne University He has a record of 20 years in the Harvard Medical School program. His academic or industry research consists of: Virus ds: HIV, HBV, HCV, RSV. Parasitic ds: Malaria.
Item 9.01. Financial Statements and Materials.
(d) Exhibits
Exhibit No. Description
10.1 Securities Purchase Agreement by and between Innovation1 Biotech
Inc. Cavalry Fund I, LP, Lincoln Park Capital Fund, LLC and L1
Capital Global Opportunities Master Fund Ltd (including the Form of
Note and Warrant).
10.2 Security Agreement by and between by and between Innovation1
Biotech Inc. Cavalry Fund I, LP, Lincoln Park Capital Fund, LLC and
L1 Capital Global Opportunities Master Fund Ltd.
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