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): December 18, 2020

HOME BISTRO, INC.

(Exact Name of Registrant as Specified in Charter)

4014 Chase Avenue, #212

Miami Beach, FL 33140

(Address of Principal Executive Offices, Zip Code)

(631) 964-1111

(Registrant’s telephone number, including area code)

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:

Securities registered pursuant to Section 12(b) of the Act: None

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 ☐

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.

Labrys Investment

On December 18, 2020 (the “Issue Date”), Home Bistro, Inc., a Nevada corporation (the “Company”), entered into, and closed the transactions contemplated by, that certain Securities Purchase Agreement (the “Labrys SPA”), by and between the Company and Labrys Fund, LP, a Delaware limited partnership (“Labrys”). Pursuant to the Labrys SPA, among other things, (i) the Company issued to Labrys a 12% self-amortization promissory note (the “Labrys Note”, and together with the Labrys SPA, the “Labrys Agreements”) in the aggregate principal amount of $275,000, and (ii) issued to Labrys a total of 257,412 shares (the “Issued Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), of which 183,866 shares (the “Second Commitment Shares”) were issued as a returnable commitment fee for the Labrys Note.

The Labrys Note bears interest at a rate of 12% per annum on the unpaid principal amount and matures on December 18, 2021 (the “Maturity Date”) or upon earlier acceleration or prepayment as provided therein. The default interest rate is the lesser of 16% per annum and the maximum amount permitted by law. The per share conversion price into which the Labrys Note shall be convertible into shares of Common Stock (the “Conversion Price”) shall equal the lesser of (i) 105% multiplied by the closing bid price of the Common Stock on the trading day immediately preceding the Issue Date or (ii) the closing bid price of the Common Stock on the trading day immediately preceding the date of the respective conversion.

The Labrys Note provides that the Second Commitment Shares must be returned to the Company’s treasury if the Labrys Note is fully repaid and satisfied on or prior to the Maturity Date. Upon the occurrence and during the continuation of any Event of Default (as defined in the Labrys Note), Labrys is no longer required to return the Second Commitment Shares to the Company, the Labrys Note becomes immediately due and payable and the Company will pay to Labrys in full satisfaction of its obligations thereunder an amount equal to the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied by 125%.

The obligations of the Company under the Labrys Note rank senior with respect to any and all unsecured indebtedness incurred following the Issue Date except with respect to the Company’s current and future indebtedness with Shopify and any further loans that may be received pursuant to the CARES Act and the SBA’s Economic Injury Disaster loan program. Further, the Labrys Note contains standard anti-dilution provisions and price protections provisions in the event that the Company issues securities for a price per share less than the Conversion Price. Labrys is also entitled to acquire securities in any future offerings conducted by the Company while the Labrys Note remains outstanding.

Labrys has the right, upon the occurrence of an Event of Default, to convert all or any portion of the then outstanding and unpaid principal amount and interest thereon (including any default interest) into fully paid and non-assessable shares of Common Stock, or any shares of capital stock or other securities of the Company into which such Common Stock shall thereafter be changed or reclassified, at the Conversion Price determined as provided in the Labrys Note, subject to certain Labrys ownership limitations.

The Labrys Agreements contain other provisions, covenants and restrictions common with this type of debt transaction. Furthermore, the Company is subject to certain negative covenants under the Labrys Agreements, which the Company also believes are also customary for transactions of this type. The Labrys SPA also provides Labrys with certain “piggyback” registration rights, permitting them to request that the Company include the Issued Shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended (the “Securities Act”).

The preceding summaries of the Labrys SPA and the Labrys Note do not purport to be complete and are qualified in their entirety by reference to the full text of the Labrys SPA and Labrys Note, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

FirstFire Investment

On December 28, 2020, the Company entered into a Stock Purchase Agreement (the “FirstFire SPA”, and together with the Labrys SPA, the “SPAs”) with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (“FirstFire”), and issued to FirstFire a 12% self-amortization promissory note (the “FirstFire Note”, and together with the Labrys Note, the “Notes”), in each case on substantially similar terms to those with Labrys; provided, however, that (i) the FirstFire Note had an aggregate principal amount of $172,000, (ii) FirstFire was issued a total of 160,656 shares of Common Stock, of which 114,667 were issued as a returnable commitment fee for the FirstFire Note, and (iii) the FirstFire Note matures on December 28, 2021. 

In connection with the FirstFire SPA and FirstFire Note, the Company and FirstFire also entered into a Registration Rights Agreement (the “Registration Rights Agreement”, and together with the FirstFire SPA and the FirstFire Note, the “FirstFire Agreements”), pursuant to which the Company agreed to file a registration statement registering all securities issued or issuable pursuant to the FirstFire SPA. The preceding summaries of the FirstFire SPA, the FirstFire Note and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the FirstFire SPA, the FirstFire Note and the Registration Rights Agreement, which are filed as Exhibits 10.3, 10.4 and 10.5, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

The Labrys Agreements and the FirstFire Agreements have been included as exhibits to this Current Report on Form 8-K to provide investors and securityholders with information regarding certain of its terms. This information is not intended to provide any financial or other information about the parties to the Labrys Agreements or the FirstFire Agreements or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Labrys Agreements and the FirstFire Agreements are made only for purposes of the Labrys Agreements and the FirstFire Agreements, respectively, and as of the date of the Labrys Agreements and the FirstFire Agreements, respectively, are solely for the benefit of the parties to the Labrys Agreements and the FirstFire Agreements, respectively, may be subject to limitations agreed upon by the parties, and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the parties to the Labrys Agreements or the FirstFire Agreements or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Labrys Agreements or the FirstFire Agreements, and such subsequent information may not be fully reflected in public disclosures by the parties to the Labrys Agreements or the FirstFire Agreements. The information in the Labrys Agreements and the FirstFire Agreements should be considered in conjunction with the entirety of the factual disclosure about the Company in the Company’s public reports filed with the Securities and Exchange Commission (the “SEC”).

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

The descriptions of the Labrys Note and the FirstFire Note set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The descriptions of the Labrys SPA, the Labrys Note, the FirstFire SPA and the FirstFire Note set forth in Item 1.01 of this Current Report on Form 8-K are incorporated by reference into this Item 3.02. The shares of Common Stock issued pursuant to the SPAs, and the Notes, were issued in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D as promulgated by the SEC under the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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