Authentic Holdings, Inc 8-K, filed Mar 14, 2025
Authentic Holdings, Inc. (AHRO)
About this 8-K
Authentic Holdings, Inc filed this 8-K on March 14, 2025, reporting on events of March 13, 2025.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
Commission File Number:
(Exact name of registrant as specified in its charter.) |
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(State or other jurisdiction of incorporation or organization) |
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(Address of principal executive offices)
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(Registrant's Telephone number)
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(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) | |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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| 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: None
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. ☐
SECTION 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On March 13, 2025, we entered into a Debt Exchange Agreements with each of Chris Giordano, our President and Director, and Paul Serbiak, our Chief Executive Officer and Director, pursuant to which they converted an aggregate of $2,000,000 in debt held in our company into equity and other consideration as set forth below.
Under his Debt Exchange Agreement, Mr. Giordano converted a total of $1,500,000 in debt into fifty thousand nine hundred and ten (50,910) shares of our newly created Series E Preferred Stock, three hundred and fifty million (350,000,000) shares of our common stock, and a Secured Promissory Note issued by our company, in the principal amount of two hundred and twenty-seven thousand two hundred and nine ($227,209) United States dollars.
Under his Debt Exchange Agreement, Mr. Serbiak converted a total of $500,000 in debt into twenty-nine thousand ninety (29,090) shares of our Series E Preferred Stock, thirty-five million (35,000,000) shares of our common stock, and a Secured Promissory Note issued by our company, in the principal amount of twenty-two thousand seven hundred and two ($22,702) United States dollars.
The foregoing description of the Debt Exchange Agreements and Secured Promissory Notes does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Debt Exchange Agreements, which are filed as Exhibits 10.1, 10.2, 4.1 and 4.2 hereto and incorporated herein by reference.
SECTION 3 – SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Items 1.01 and 3.03 is incorporated into this Item 3.02 by reference.
The issuance of the above shares was made in reliance upon an exemption from registration pursuant to Section 4(a)(2) under the Securities Act of 1933 and/or Regulation D promulgated thereunder.
Item 3.03 Material Modification of Rights of Security Holders
The information set forth in Items 1.01 and 3.02 is incorporated into this Item 3.03 by reference.
On March 13, 2025, pursuant to our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series E Preferred Stock, consisting of up to eighty thousand (80,000) shares. The Certificate of Designation for the Series E Preferred Stock contains the following features:
| 1) | No voting rights; |
| 2) | No dividend rights except as may be declared by the Board in its sole and absolute discretion; |
| 3) | The holders of Series E Preferred Stock shall be entitled to participate in any distribution out of the assets of our company in an amount equal to $25 (the “Stated Value”) for each share of Series E Preferred Stock before any distribution or payment shall be made to the holders of any common stock, Series B Preferred Stock or Series C Preferred Stock, but after any distribution or payment on account of the Series D Preferred Stock; and |
| 4) | In the event of both (i) an uplist to a national exchange, and (ii) net income of the Corporation of no less than $1,000,000 in a 12 month period, the 80,000 outstanding share of Series E Preferred Stock held by the holders shall automatically convert into 55% of the issued and outstanding common shares of our company. |
The full rights afforded to the holders of Series E Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State on March 13, 2025, attached hereto as Exhibit 3.1, and is incorporated by reference herein.
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SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.03 Amendments to Articles of Incorporation or Bylaws
The disclosures set forth in Item 3.03 are incorporated by reference into this Item 5.03.
Section 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
Exhibit No. |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Authentic Holdings, Inc. | |||
Date: March 13, 2025 | By: | /s/ Chris Giordano | |
| Name: | Chris Giordano | |
| Title: | President | ||
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EXHIBIT 3.1
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CERTIFICATE OF DESIGNATION
OF
AUTHENTIC HOLDINGS, INC.
Pursuant to Section 78.1955 of the
Nevada Revised Statutes
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SERIES E PREFERRED STOCK
On behalf of Authentic Holdings, Inc., a Nevada corporation (the “Corporation”), the undersigned hereby certifies that the following resolution has been duly adopted by the board of directors of the Corporation (the “Board”):
RESOLVED, that, pursuant to the authority granted to and vested in the Board by the provisions of the articles of incorporation of the Corporation (the “Articles of Incorporation”), there hereby is created, out of the one million (1,000,000) shares of preferred stock, par value $0.001 per share, of the Corporation (“Preferred Stock”), a series of Preferred Stock, known as, “Series E Preferred Stock,” consisting of eighty thousand (80,000) shares, which series shall have the following powers, designations, preferences and relative participating, optional and other special rights, and the following qualifications, limitations and restrictions:
The specific powers, preferences, rights and limitations of the Series E Preferred Stock are as follows:
1. Designation; Rank. This series of Preferred Stock shall be designated and known as Series E Preferred Stock. The number of shares constituting the Series E Preferred Stock shall be eighty thousand (80,000) shares. The Series E Preferred Stock shall be subordinate to and rank junior to all indebtedness of the Corporation now or hereafter outstanding.
2. Dividends. The holders of shares of Series E Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose.
3. Voting Rights. Other than as stated in Section 7 or required by law, the holders of Series E Preferred Stock shall not have the right to cast votes on any matters submitted to a vote of the shareholders of the Corporation’s common stock and voting preferred stock, if any, including the election of directors, and all other matters as required by law.
4. Liquidation Preference.
(a) In the event of any dissolution, liquidation or winding up of the Corporation (a “Liquidation”), whether voluntary or involuntary, the holders of Series E Preferred Stock shall be entitled to participate in any distribution out of the assets of the Corporation in an amount equal to $25 (the “Stated Value”) for each share of Series E Preferred Stock before any distribution or payment shall be made to the holders of any common stock, Series B Preferred Stock or Series C Preferred Stock, but after any distribution or payment on account of the Series D Preferred Stock, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of Series E Preferred stock, after payment to the Series D Preferred Stock, shall be ratably distributed among them in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full (the “Liquidation Preference”). The Liquidation Preference is payable after all indebtedness of the Corporation.
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(b) A sale of all or substantially all of the Corporation’s assets or an acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, a reorganization, consolidated or merger) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Corporation (“Change in Control”), shall not be deemed to be a Liquidation for purposes of this Designation.
5. Mandatory Conversion of Series E Preferred Stock. The holders of Series E Preferred Stock shall convert their shares into common stock as follows:
(a) Automatic Conversion. Subject to the provisions of this Section 5, in the event of both (i) an uplist to a national exchange, and (ii) net income of the Corporation of no less than $1,000,000 in a 12 month period, the 80,000 outstanding share of Series E Preferred Stock held by the holders shall automatically convert into 55% of the issued and outstanding common shares of the Corporation. The shares are convertible on the date of trigger pro rata to the holders of Series E Preferred Stock into the applicable percentage, as the case may be, of the issued and outstanding shares of common stock of the Corporation on a non-fully diluted basis, which shall not take into consideration the issued and outstanding derivative securities of the Corporation, such as options, warrants, convertible debt, Preferred Stock, and other securities that have a right to acquire common stock of the Corporation. Fractional shares resulting from the conversion in this Section 5 shall be rounded up to the nearest whole number.
(b) Procedures for Conversion; Effect of Conversion. As of the occurrence of the uplisting in Section 5(a), all outstanding Shares of Series E Preferred Stock shall be converted into the number of shares of common stock calculated pursuant to Section 5(a) without any further action by the relevant holder of the Series E Preferred Stock. As promptly as practicable following such event (but in any event within five (5) days thereafter), the Corporation shall send each holder of shares of Series E Preferred Stock written notice of such event. Upon receipt of such notice, each holder shall surrender to the Corporation the certificate or certificates representing the shares being converted, duly assigned, or endorsed for transfer to the Corporation (or accompanied by duly executed stock powers relating thereto) or, in the event the certificate or certificates are lost, stolen, or missing, accompanied by an affidavit of loss executed by the holder. Upon the surrender of such certificate(s) and accompanying materials, the Corporation shall as promptly as practicable (but in any event within ten (10) days thereafter) deliver to the relevant holder a certificate in such holder’s name (or the name of such holder’s designee as stated in the written election) for the number of shares of common stock (including any fractional share rounded up) to which such holder shall be entitled upon conversion of the applicable shares of Series E Preferred Stock. All shares of common stock issued hereunder by the Corporation shall be duly and validly issued, fully paid, and nonassessable, free and clear of all encumbrances with respect to the issuance thereof.
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(c) Effect of Conversion. All shares of Series E Preferred Stock converted as provided in this Section 5 shall no longer be deemed outstanding as of the effective time of the applicable conversion and all rights with respect to such shares of Series E Preferred stock shall immediately cease and terminate as of such time, other than the right of the holder to receive shares of common stock in exchange therefor.
(d) Reservation of Stock. The Corporation shall at all times when any shares of Series E Preferred Stock is outstanding reserve and keep available out of its authorized but unissued shares of capital stock, solely for the purpose of issuance upon the conversion of the Series E Preferred Stock, such number of shares of common stock issuable upon the conversion of all outstanding Series E Preferred Stock pursuant to this Section 5. The Corporation shall take all such actions as may be necessary to assure that all such shares of common stock may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which shares of common stock may be listed (except for official notice of issuance which shall be immediately delivered by the Corporation upon each such issuance). The Corporation shall not close its books against the transfer of any of its capital stock in any manner which would prevent the timely conversion of the Shares of Series E Preferred Stock.
(e) No Charge or Payment. The issuance of certificates for shares of common stock upon conversion of Shares of Series E Preferred Stock pursuant to the terms herein shall be made without payment of additional consideration by, or other charge, cost, or tax to, the holder in respect thereof.
6. No Preemptive Rights. No holder of the Series E Preferred Stock shall be entitled to rights to subscribe for, purchase or receive any part of any new or additional shares of any class, whether now or hereinafter authorized, or of bonds or debentures, or other evidences of indebtedness convertible into or exchangeable for shares of any class, but all such new or additional shares of any class, or any bond, debentures or other evidences of indebtedness convertible into or exchangeable for shares, may be issued and disposed of by the Board of Directors on such terms and for such consideration (to the extent permitted by law), and to such person or persons as the Board of Directors in their absolute discretion may deem advisable.
7. Vote to Change the Terms of or Issue Preferred Stock. A duly authorized and approved action by the Board of Directors at a meeting duly called for such purpose or the written consent without a meeting, and the affirmative vote of the holders of a majority of the outstanding shares of Series E Preferred Stock (in addition to any other corporate approvals then required to effect such action), shall be required for any change to this Certificate of Designation or the Corporation's Articles of Incorporation which would amend, alter, change or repeal any of the powers, designations, preferences and rights of the Series E Preferred Stock.
8. Lost or Stolen Certificates. Upon receipt by the Corporation of evidence satisfactory to the Corporation of the loss, theft, destruction or mutilation of any Preferred Stock Certificates representing the shares of Series E Preferred Stock, and, in the case of loss, theft or destruction, of any indemnification undertaking by the holder to the Corporation and, in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Corporation shall execute and deliver new preferred stock certificate(s) of like tenor and date; provided, however, that the Corporation shall not be obligated to re-issue Preferred Stock Certificates if the holder contemporaneously requests the Corporation to convert such shares of Series E Preferred Stock into common stock.
9. Failure or Indulgence Not Waiver. No failure or delay on the part of a holder of Series E Preferred Stock in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.
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IN WITNESS WHEREOF the undersigned has signed this Designation this 13th day of March 2025.
| Authentic Holdings, Inc. |
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| By: |
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| Name: Chris Giordano Title: President |
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EXHIBIT 4.1
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS SUCH SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN ACCORDANCE WITH SUCH ACT AND APPLICABLE STATE SECURITIES LAWS.
SECURED PROMISSORY NOTE
| US $227,209 | Las Vegas, Nevada |
March 13, 2025
For good and valuable consideration, Authentic Holdings, Inc., a Nevada corporation, (“Maker”), hereby makes and delivers this Secured Promissory Note (this “Note”) in favor of Chris Giordano, or his assigns (“Holder”), and hereby agrees as follows:
1. Principal Obligation and Interest. For value received, Maker promises to pay to Holder at such place as Holder may designate in writing, in currently available funds of the United States, the principal amount of Two Hundred and Twenty Seven Thousand Two Hundred and Nine United States Dollars ($227,209 USD). Maker’s obligation under this Note shall accrue simple interest at the rate of Five Percent (5.0%) per year from the date hereof until paid in full. Interest shall be computed on the basis of a 365-day year or 366-day year, as applicable, and actual days lapsed.
2. Payment Terms.
a. Interest shall start to accumulate on this Note as of March 13, 2025, as if that were the date of execution, but just for the purpose of calculating interest.
b. All principal and accrued interest then outstanding shall be due and payable by the Maker on or before March 13, 2027 (the “Maturity Date”).
c. At any time before the Maturity Date, this Note may be prepaid or redeemed in whole, or in part on one or more occasions.
d. All payments shall be applied first to interest, then to principal and shall be credited to the Maker's account on the date that such payment is physically received by the Holder.
3. Grant of Security Interest. As collateral security for the prompt, complete, and timely satisfaction of all indebtedness, liabilities, duties, and obligations of Maker to Holder evidenced by or arising under this Note, and including, without limitation, all principal and interest payable under this Note and all attorneys’ fees, costs and expenses incurred by Maker in the collection or enforcement of the same (collectively, the “Obligations”), Maker hereby pledges, assigns and grants to Holder a continuing security interest and lien in all of Maker’s right, title and interest in and to the property, whether now owned or hereafter acquired by Maker and whether now existing or hereafter coming into existence or acquired, including the proceeds of any disposition thereof, described on Exhibit “A” attached hereto and incorporated herein by this reference (collectively, the “Collateral”). As applicable, the terms of this Note with respect to Maker’s granting of a security interest in the Collateral to Holder shall be deemed to be a security agreement under applicable provisions of the Uniform Commercial Code (“UCC”), with Maker as the debtor and Holder as the secured party.
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5. Perfection. Upon the execution and delivery of this Note, Maker authorizes the Holder to file such financing statements and other documents in such offices as shall be necessary or as the Holder may reasonably deem necessary to perfect and establish the priority of the liens granted by this and related Notes, including any amendments, modifications, extensions or renewals thereof. Maker agrees, upon the Holder’s request, to take all such actions as shall be necessary or as the Holder may reasonably request to perfect and establish the priority of the liens granted by this Note, including any amendments, modifications, extensions or renewals thereof. Maker shall cooperate fully with the Holder in establishing and maintaining Holder’s perfection of Holder’s security interest in the Collateral, including notifying and keeping the Holder apprised of the current location of all of the Collateral which consists of physical property and the status of all accounts payable or similar rights which are a part of the Collateral.
6. Representations and Warranties of Maker. Maker hereby represents and warrants the following to Holder:
a. Maker and those executing this Note on its behalf have the full right, power, and authority to execute, deliver and perform the Obligations under this Note, which are not prohibited or restricted under the articles of incorporation or bylaws of Maker. This Note has been duly executed and delivered by an authorized officer of Maker and constitutes a valid and legally binding obligation of Maker enforceable in accordance with its terms.
b. The execution of this Note and Maker’s compliance with the terms, conditions and provisions hereof does not conflict with or violate any provision of any agreement, contract, lease, deed of trust, indenture, or instrument to which Maker is a party or by which Maker is bound, or constitute a default thereunder or result in the imposition of any lien, charge, encumbrance, claim or security interest of any nature whatsoever upon any of the Collateral.
c. The security interest granted hereby in and to the Collateral constitutes a present, valid, binding and enforceable security interest as collateral security for the Obligations, and, except as to leased equipment or purchase-money encumbrances existing as of the date of this Note as expressly disclosed to Holder in writing, such interests, upon perfection, will be senior and prior to any liens, encumbrances, charges, title defects, interests and rights of any others with respect to such Collateral.
d. The security interest granted hereby shall be a first priority lien on the Collateral and no prior or superior liens, security interests or encumbrances exist with respect to any part of the Collateral.
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7. Covenants of Maker. For so long as any Obligations remain outstanding:
a. Maker shall not sell, assign or transfer any of the Collateral, or any part thereof or interest therein except in the ordinary course of its business;
b. Maker shall pay or cause to be paid promptly when due all taxes and assessments on the Collateral.
8. Representations and Covenants of the Holder. The Maker has issued this Note in reliance upon the following representations and covenants of the Holder:
a. Investment Purpose. This Note and any common stock which may be issued as payment hereunder are acquired for investment and not with a view to the sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption.
b. Private Issue. The Holder understands (i) that this Note and any common stock which may be issued as payment hereunder are not registered under the Securities Act of 1933 (the “1933 Act”) or qualified under applicable state securities laws, and (ii) that the Maker is relying on an exemption from registration predicated on the representations set forth in this Section 8.
c. Financial Risk. The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of its investment.
d. Accredited Investor. The Holder is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended.
9. Use of Collateral. For so long as no event of default shall have occurred and be continuing under this Note, Maker shall be entitled to use and possess the Collateral and to exercise its rights, title and interest in all contracts, agreements, and licenses subject to the rights, remedies, powers and privileges of Holder under this Note and to such use, possession or exercise not otherwise constituting an event of default. Notwithstanding anything herein to the contrary, Maker shall remain liable to perform its duties and obligations under the contracts and agreements included in the Collateral in accordance with their respective terms to the same extent as if this Note had not been executed and delivered; the exercise by Holder of any right, remedy, power or privilege in respect of this Note shall not release the Maker from any of its duties and obligations under such contracts and agreements; and Holder shall have no duty, obligation or liability under such contracts and agreements included in the Collateral by reason of this Note, nor shall Holder be obligated to perform any of the duties or obligations of Maker under any such contract or agreement or to take any action to collect or enforce any claim (for payment) under any such contract or agreement.
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10. Defaults. The following events shall be defaults under this Note:
a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within ten (10) days of written notice of default;
b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in the Agreement if such failure is not cured in full within fifteen (15) days following delivery of written notice thereof from Holder to Maker;
c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws, and/or any applicable laws, or otherwise;
d. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent;
e. Any default of the Maker’s debt obligations currently existing or hereinafter acquired;
f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order un-stayed and in effect for a period of twenty (20) days; or
g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing 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 its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action.
11. Rights and Remedies of Holder. Upon the occurrence of an event of default by Maker under this Note, then, in addition to all other rights and remedies at law or in equity, Holder may exercise any one or more of the following rights and remedies:
a. Accelerate the time for payment of all amounts payable under this Note by written notice thereof to Maker, whereupon all such amounts shall be immediately due and payable.
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b. Pursue and enforce all of the rights and remedies provided to a secured party with respect to the Collateral under the Uniform Commercial Code.
c. Make such appearance, disburse such sums, and take such action as Holder deems necessary, in its sole discretion, to protect Holder’s interest, including but not limited to (i) disbursement of attorneys’ fees, (ii) entry upon the Maker’s property to make repairs to the Collateral, and (iii) procurement of satisfactory insurance. Any amounts disbursed by Holder pursuant to this Section, with interest thereon, shall become additional indebtedness of the Maker secured by this Note and shall be immediately due and payable and shall bear interest from the date of disbursement at the default rate stated in this Note. Nothing contained in this Section shall require Holder to incur any expense or take any action.
d. Require Maker to assemble the Collateral and make it available to the Maker at the place to be designated by the Holder which is reasonably convenient to both parties. The Holder may sell all or any part of the Collateral as a whole or in part either by public auction, private sale, or other method of disposition. The Holder may bid at any public sale on all or any portion of the Collateral. Unless the Collateral threatens to decline speedily in value, Holder shall give Maker reasonable notice of the time and place of any public sale or of the time after which any private sale or other disposition of the Collateral is to be made, and notice given at least 10 days before the time of the sale or other disposition shall be conclusively presumed to be reasonable.
e. Pursue any other rights or remedies available to Holder at law or in equity.
12. Full Recourse. The liability of Maker for the Obligations shall not be limited to the Collateral, and Maker shall have full liability therefor beyond the Collateral.
13. Representation of Counsel. Maker acknowledges that they have consulted with or have had the opportunity to consult with their legal counsel prior to executing this Note. This Note has been freely negotiated by Maker and Holder and any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Note.
14. Choice of Laws; Actions. This Note shall be constructed and construed in accordance with the internal substantive laws of the State of Nevada, without regard to the choice of law principles of said State. Maker acknowledges that this Note has been negotiated in Clark County, Nevada. Accordingly, the exclusive venue of any action, suit, counterclaim or cross claim arising under, out of, or in connection with this Note shall be the state or federal courts in Clark County, Nevada. Maker hereby consents to the personal jurisdiction of any court of competent subject matter jurisdiction sitting in Clark County, Nevada.
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15. Usury Savings Clause. Maker expressly agrees and acknowledges that Maker and Holder intend and agree that this Note shall not be subject to the usury laws of any state other than the State of Nevada. Notwithstanding anything contained in this Note to the contrary, if collection from Maker of interest at the rate set forth herein would be contrary to applicable laws, then the applicable interest rate upon default shall be the highest interest rate that may be collected from Maker under applicable laws at such time.
16. Costs of Collection. Should the indebtedness represented by this Note, or any part hereof, be collected at law, in equity, or in any bankruptcy, receivership or other court proceeding, or this Note be placed in the hands of any attorney for collection after default, Maker agrees to pay, in addition to the principal and interest due hereon, all reasonable attorneys’ fees, plus all other costs and expenses of collection and enforcement, including any fees incurred in connection with such proceedings or collection of the Note and/or enforcement of Holder’s rights with respect to the administration, supervision, preservation or protection of, or realization upon, any Collateral securing payment hereof.
17. Miscellaneous.
a. This Note shall be binding upon Maker and shall inure to the benefit of Holder and its successors, assigns, heirs, and legal representatives.
b. Any failure or delay by Holder to insist upon the strict performance of any term, condition, covenant or agreement of this Note, or to exercise any right, power or remedy hereunder shall not constitute a waiver of any such term, condition, covenant, agreement, right, power or remedy.
c. Any provision of this Note that is unenforceable shall be severed from this Note to the extent reasonably possible without invalidating or affecting the intent, validity or enforceability of any other provision of this Note.
d. This Note may not be modified or amended in any respect except in a writing executed by the party to be charged.
e. Time is of the essence.
18. Notices. All notices required to be given under this Note shall be given to each of the parties at such address as a party may designate by written notice to the other party.
Notices may be transmitted by facsimile, certified mail, private delivery, or any other commercially reasonable means, and shall be deemed given upon receipt by the Party to whom they are addressed.
19. Waiver of Certain Formalities. All parties to this Note hereby waive presentment, dishonor, notice of dishonor and protest. All parties hereto consent to, and Holder is hereby expressly authorized to make, without notice, any and all renewals, extensions, modifications or waivers of the time for or the terms of payment of any sum or sums due hereunder, or under any documents or instruments relating to or securing this Note, or of the performance of any covenants, conditions or agreements hereof or thereof or the taking or release of collateral securing this Note. Any such action taken by Holder shall not discharge the liability of any party to this Note.
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IN WITNESS WHEREOF, this Note has been executed effective the date and place first written above.
| Authentic Holdings, Inc. “Maker”: |
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| By: | ________________________________ | |
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| Name: Paul Serbiak |
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| Its: CEO |
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Exhibit “A”
Collateral
Each and all of the following in which Authentic Holdings, Inc., a Nevada corporation, has any right, title, or interest, regardless of the manner in which such items are formally held or titled; all as defined in the Nevada Uniform Commercial Code - Secured Transactions (Nevada Revised Statutes (“NRS”) §§ 104.9101 et. seq.) as of the date of the Note, and as the same may be amended hereafter:
(1) Accounts, as defined in NRS 104.9102(1)(a)
(2) Cash proceeds, as defined in NRS 104.9102(1)(I)
(3) Chattel paper, as defined in NRS 104.9102(1)(k)
(4) Commercial tort claims, as defined in NRS 104.9102(1)(m)
(5) Commodity accounts and commodity contracts, as defined in NRS 104.9102(1)(n) and NRS 104.9102(1)(o), respectively,
(6) Deposit accounts, as defined in NRS 104.9102(1)(cc)
(7) Documents, as defined in NRS 104.9102(1)(dd)
(8) Electronic chattel paper, as defined in NRS 1049102(1)(ee)
(9) Equipment, as defined in NRS 104.9102(1)(gg)
(10) General intangibles, as defined in NRS 104.9102(1)(pp)
(11) Goods, as defined in NRS 104.9102(1)(rr)
(12) Instruments, as defined in NRS 104.9102(1)(uu)
(13) Inventory, as defined in NRS 104.9102(1)(vv)
(14) Investment property, as defined in NRS 104.9102(1)(ww)
(15) Letter-of-credit right, as defined in NRS 104.9102(1)(yy)
(16) Noncash proceeds, as defined in NRS 104.9102(1)(fff)
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(17) Payment intangible, as defined in NRS 104.9102(1)(iii)
(18) Proceeds, as defined in NRS 104.9102(1)(lll)
(19) Promissory notes, as defined in NRS 104.9102(1)(mmm)
(20) Record, as defined in NRS 104.9102(1)(qqq)
(21) Software, as defined in NRS 104.9102(1)(www)
(22) Supporting obligations, as defined in NRS 104.9102(1)(yyy)
(23) Tangible chattel paper, as defined in NRS 104.9102(1)(zzz)
(24) The following, as defined in NRS 104.9102(2): certificated securities, contracts for sale, leases, lease agreements, lease contracts, leasehold interests, letters of credit, negotiable instruments, notes, proceeds of letters of credit, securities, security certificates, security entitlements, and uncertificated securities.
In addition, the Collateral shall include all copyrights, all patents and patent applications (including the inventions and improvements described and claimed therein together with the reissues, divisions, continuations, renewals, extensions and continuations in-part thereof), all trade names, trademarks and service marks, logos, trademark and service mark registrations (including all renewals of trademark and service mark registrations, and all rights corresponding thereto throughout the world together, in each case, with the goodwill of the business connected with the use of, and symbolized by, each such trade name, trademark and service mark, but excluding any such registration that would be rendered invalid, abandoned, void or unenforceable by reason of its being included as part of the Collateral), all inventions, processes, production methods, proprietary information, know-how and trade secrets, all licenses or user or other agreements granted to Meso Numismatics, Inc. with respect to any of the foregoing, in each case whether now or hereafter owned or used (including the licenses or other agreements with respect to any of the foregoing).
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EXHIBIT 4.2
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS SUCH SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN ACCORDANCE WITH SUCH ACT AND APPLICABLE STATE SECURITIES LAWS.
SECURED PROMISSORY NOTE
| US $22,702 | Las Vegas, Nevada |
March 13, 2025
For good and valuable consideration, Authentic Holdings, Inc., a Nevada corporation, (“Maker”), hereby makes and delivers this Secured Promissory Note (this “Note”) in favor of Chris Giordano, or his assigns (“Holder”), and hereby agrees as follows:
1. Principal Obligation and Interest. For value received, Maker promises to pay to Holder at such place as Holder may designate in writing, in currently available funds of the United States, the principal amount of Twenty Two Thousand Seven Hundred and Two United States Dollars ($22,702 USD). Maker’s obligation under this Note shall accrue simple interest at the rate of Five Percent (5.0%) per year from the date hereof until paid in full. Interest shall be computed on the basis of a 365-day year or 366-day year, as applicable, and actual days lapsed.
2. Payment Terms.
a. Interest shall start to accumulate on this Note as of March 13, 2025, as if that were the date of execution, but just for the purpose of calculating interest.
b. All principal and accrued interest then outstanding shall be due and payable by the Maker on or before March 13, 2027 (the “Maturity Date”).
c. At any time before the Maturity Date, this Note may be prepaid or redeemed in whole, or in part on one or more occasions.
d. All payments shall be applied first to interest, then to principal and shall be credited to the Maker's account on the date that such payment is physically received by the Holder.
3. Grant of Security Interest. As collateral security for the prompt, complete, and timely satisfaction of all indebtedness, liabilities, duties, and obligations of Maker to Holder evidenced by or arising under this Note, and including, without limitation, all principal and interest payable under this Note and all attorneys’ fees, costs and expenses incurred by Maker in the collection or enforcement of the same (collectively, the “Obligations”), Maker hereby pledges, assigns and grants to Holder a continuing security interest and lien in all of Maker’s right, title and interest in and to the property, whether now owned or hereafter acquired by Maker and whether now existing or hereafter coming into existence or acquired, including the proceeds of any disposition thereof, described on Exhibit “A” attached hereto and incorporated herein by this reference (collectively, the “Collateral”). As applicable, the terms of this Note with respect to Maker’s granting of a security interest in the Collateral to Holder shall be deemed to be a security agreement under applicable provisions of the Uniform Commercial Code (“UCC”), with Maker as the debtor and Holder as the secured party.
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5. Perfection. Upon the execution and delivery of this Note, Maker authorizes the Holder to file such financing statements and other documents in such offices as shall be necessary or as the Holder may reasonably deem necessary to perfect and establish the priority of the liens granted by this and related Notes, including any amendments, modifications, extensions or renewals thereof. Maker agrees, upon the Holder’s request, to take all such actions as shall be necessary or as the Holder may reasonably request to perfect and establish the priority of the liens granted by this Note, including any amendments, modifications, extensions or renewals thereof. Maker shall cooperate fully with the Holder in establishing and maintaining Holder’s perfection of Holder’s security interest in the Collateral, including notifying and keeping the Holder apprised of the current location of all of the Collateral which consists of physical property and the status of all accounts payable or similar rights which are a part of the Collateral.
6. Representations and Warranties of Maker. Maker hereby represents and warrants the following to Holder:
a. Maker and those executing this Note on its behalf have the full right, power, and authority to execute, deliver and perform the Obligations under this Note, which are not prohibited or restricted under the articles of incorporation or bylaws of Maker. This Note has been duly executed and delivered by an authorized officer of Maker and constitutes a valid and legally binding obligation of Maker enforceable in accordance with its terms.
b. The execution of this Note and Maker’s compliance with the terms, conditions and provisions hereof does not conflict with or violate any provision of any agreement, contract, lease, deed of trust, indenture, or instrument to which Maker is a party or by which Maker is bound, or constitute a default thereunder or result in the imposition of any lien, charge, encumbrance, claim or security interest of any nature whatsoever upon any of the Collateral.
c. The security interest granted hereby in and to the Collateral constitutes a present, valid, binding and enforceable security interest as collateral security for the Obligations, and, except as to leased equipment or purchase-money encumbrances existing as of the date of this Note as expressly disclosed to Holder in writing, such interests, upon perfection, will be senior and prior to any liens, encumbrances, charges, title defects, interests and rights of any others with respect to such Collateral.
d. The security interest granted hereby shall be a first priority lien on the Collateral and no prior or superior liens, security interests or encumbrances exist with respect to any part of the Collateral.
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7. Covenants of Maker. For so long as any Obligations remain outstanding:
a. Maker shall not sell, assign or transfer any of the Collateral, or any part thereof or interest therein except in the ordinary course of its business;
b. Maker shall pay or cause to be paid promptly when due all taxes and assessments on the Collateral.
8. Representations and Covenants of the Holder. The Maker has issued this Note in reliance upon the following representations and covenants of the Holder:
a. Investment Purpose. This Note and any common stock which may be issued as payment hereunder are acquired for investment and not with a view to the sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption.
b. Private Issue. The Holder understands (i) that this Note and any common stock which may be issued as payment hereunder are not registered under the Securities Act of 1933 (the “1933 Act”) or qualified under applicable state securities laws, and (ii) that the Maker is relying on an exemption from registration predicated on the representations set forth in this Section 8.
c. Financial Risk. The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of its investment.
d. Accredited Investor. The Holder is an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended.
9. Use of Collateral. For so long as no event of default shall have occurred and be continuing under this Note, Maker shall be entitled to use and possess the Collateral and to exercise its rights, title and interest in all contracts, agreements, and licenses subject to the rights, remedies, powers and privileges of Holder under this Note and to such use, possession or exercise not otherwise constituting an event of default. Notwithstanding anything herein to the contrary, Maker shall remain liable to perform its duties and obligations under the contracts and agreements included in the Collateral in accordance with their respective terms to the same extent as if this Note had not been executed and delivered; the exercise by Holder of any right, remedy, power or privilege in respect of this Note shall not release the Maker from any of its duties and obligations under such contracts and agreements; and Holder shall have no duty, obligation or liability under such contracts and agreements included in the Collateral by reason of this Note, nor shall Holder be obligated to perform any of the duties or obligations of Maker under any such contract or agreement or to take any action to collect or enforce any claim (for payment) under any such contract or agreement.
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10. Defaults. The following events shall be defaults under this Note:
a. Maker’s failure to remit any payment under this Note on before the date due, if such failure is not cured in full within ten (10) days of written notice of default;
b. Maker’s failure to perform or breach of any non-monetary obligation or covenant set forth in this Note or in the Agreement if such failure is not cured in full within fifteen (15) days following delivery of written notice thereof from Holder to Maker;
c. If Maker is dissolved, whether pursuant to any applicable articles of incorporation or bylaws, and/or any applicable laws, or otherwise;
d. The commencement of any action or proceeding which affects the Collateral or title thereto or the interest of Holder therein, including, but not limited to eminent domain, insolvency, code enforcement or arrangements or proceedings involving a bankrupt or decedent;
e. Any default of the Maker’s debt obligations currently existing or hereinafter acquired;
f. The entry of a decree or order by a court having jurisdiction in the premises adjudging the Maker bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Maker under the federal Bankruptcy code or any other applicable federal or state law, or appointing a receiver, liquidator, assignee or trustee of the Maker, or any substantial part if its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order un-stayed and in effect for a period of twenty (20) days; or
g. Maker’s institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or its filing 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 its consent to the filing of any such petition or to the appointment of a receiver, liquidator, assignee or trustee of the company, or of any substantial part of its property, or its making of an assignment for the benefit of creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Maker in furtherance of any such action.
11. Rights and Remedies of Holder. Upon the occurrence of an event of default by Maker under this Note, then, in addition to all other rights and remedies at law or in equity, Holder may exercise any one or more of the following rights and remedies:
a. Accelerate the time for payment of all amounts payable under this Note by written notice thereof to Maker, whereupon all such amounts shall be immediately due and payable.
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b. Pursue and enforce all of the rights and remedies provided to a secured party with respect to the Collateral under the Uniform Commercial Code.
c. Make such appearance, disburse such sums, and take such action as Holder deems necessary, in its sole discretion, to protect Holder’s interest, including but not limited to (i) disbursement of attorneys’ fees, (ii) entry upon the Maker’s property to make repairs to the Collateral, and (iii) procurement of satisfactory insurance. Any amounts disbursed by Holder pursuant to this Section, with interest thereon, shall become additional indebtedness of the Maker secured by this Note and shall be immediately due and payable and shall bear interest from the date of disbursement at the default rate stated in this Note. Nothing contained in this Section shall require Holder to incur any expense or take any action.
d. Require Maker to assemble the Collateral and make it available to the Maker at the place to be designated by the Holder which is reasonably convenient to both parties. The Holder may sell all or any part of the Collateral as a whole or in part either by public auction, private sale, or other method of disposition. The Holder may bid at any public sale on all or any portion of the Collateral. Unless the Collateral threatens to decline speedily in value, Holder shall give Maker reasonable notice of the time and place of any public sale or of the time after which any private sale or other disposition of the Collateral is to be made, and notice given at least 10 days before the time of the sale or other disposition shall be conclusively presumed to be reasonable.
e. Pursue any other rights or remedies available to Holder at law or in equity.
12. Full Recourse. The liability of Maker for the Obligations shall not be limited to the Collateral, and Maker shall have full liability therefor beyond the Collateral.
13. Representation of Counsel. Maker acknowledges that they have consulted with or have had the opportunity to consult with their legal counsel prior to executing this Note. This Note has been freely negotiated by Maker and Holder and any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Note.
14. Choice of Laws; Actions. This Note shall be constructed and construed in accordance with the internal substantive laws of the State of Nevada, without regard to the choice of law principles of said State. Maker acknowledges that this Note has been negotiated in Clark County, Nevada. Accordingly, the exclusive venue of any action, suit, counterclaim or cross claim arising under, out of, or in connection with this Note shall be the state or federal courts in Clark County, Nevada. Maker hereby consents to the personal jurisdiction of any court of competent subject matter jurisdiction sitting in Clark County, Nevada.
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15. Usury Savings Clause. Maker expressly agrees and acknowledges that Maker and Holder intend and agree that this Note shall not be subject to the usury laws of any state other than the State of Nevada. Notwithstanding anything contained in this Note to the contrary, if collection from Maker of interest at the rate set forth herein would be contrary to applicable laws, then the applicable interest rate upon default shall be the highest interest rate that may be collected from Maker under applicable laws at such time.
16. Costs of Collection. Should the indebtedness represented by this Note, or any part hereof, be collected at law, in equity, or in any bankruptcy, receivership or other court proceeding, or this Note be placed in the hands of any attorney for collection after default, Maker agrees to pay, in addition to the principal and interest due hereon, all reasonable attorneys’ fees, plus all other costs and expenses of collection and enforcement, including any fees incurred in connection with such proceedings or collection of the Note and/or enforcement of Holder’s rights with respect to the administration, supervision, preservation or protection of, or realization upon, any Collateral securing payment hereof.
17. Miscellaneous.
a. This Note shall be binding upon Maker and shall inure to the benefit of Holder and its successors, assigns, heirs, and legal representatives.
b. Any failure or delay by Holder to insist upon the strict performance of any term, condition, covenant or agreement of this Note, or to exercise any right, power or remedy hereunder shall not constitute a waiver of any such term, condition, covenant, agreement, right, power or remedy.
c. Any provision of this Note that is unenforceable shall be severed from this Note to the extent reasonably possible without invalidating or affecting the intent, validity or enforceability of any other provision of this Note.
d. This Note may not be modified or amended in any respect except in a writing executed by the party to be charged.
e. Time is of the essence.
18. Notices. All notices required to be given under this Note shall be given to each of the parties at such address as a party may designate by written notice to the other party.
Notices may be transmitted by facsimile, certified mail, private delivery, or any other commercially reasonable means, and shall be deemed given upon receipt by the Party to whom they are addressed.
19. Waiver of Certain Formalities. All parties to this Note hereby waive presentment, dishonor, notice of dishonor and protest. All parties hereto consent to, and Holder is hereby expressly authorized to make, without notice, any and all renewals, extensions, modifications or waivers of the time for or the terms of payment of any sum or sums due hereunder, or under any documents or instruments relating to or securing this Note, or of the performance of any covenants, conditions or agreements hereof or thereof or the taking or release of collateral securing this Note. Any such action taken by Holder shall not discharge the liability of any party to this Note.
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IN WITNESS WHEREOF, this Note has been executed effective the date and place first written above.
| Authentic Holdings, Inc. “Maker”: |
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| By: |
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| Name: | Chris Giordano | |
| Its: | President |
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Exhibit “A”
Collateral
Each and all of the following in which Authentic Holdings, Inc., a Nevada corporation, has has any right, title, or interest, regardless of the manner in which such items are formally held or titled; all as defined in the Nevada Uniform Commercial Code - Secured Transactions (Nevada Revised Statutes (“NRS”) §§ 104.9101 et. seq.) as of the date of the Note, and as the same may be amended hereafter:
(1) Accounts, as defined in NRS 104.9102(1)(a)
(2) Cash proceeds, as defined in NRS 104.9102(1)(I)
(3) Chattel paper, as defined in NRS 104.9102(1)(k)
(4) Commercial tort claims, as defined in NRS 104.9102(1)(m)
(5) Commodity accounts and commodity contracts, as defined in NRS 104.9102(1)(n) and NRS 104.9102(1)(o), respectively,
(6) Deposit accounts, as defined in NRS 104.9102(1)(cc)
(7) Documents, as defined in NRS 104.9102(1)(dd)
(8) Electronic chattel paper, as defined in NRS 1049102(1)(ee)
(9) Equipment, as defined in NRS 104.9102(1)(gg)
(10) General intangibles, as defined in NRS 104.9102(1)(pp)
(11) Goods, as defined in NRS 104.9102(1)(rr)
(12) Instruments, as defined in NRS 104.9102(1)(uu)
(13) Inventory, as defined in NRS 104.9102(1)(vv)
(14) Investment property, as defined in NRS 104.9102(1)(ww)
(15) Letter-of-credit right, as defined in NRS 104.9102(1)(yy)
(16) Noncash proceeds, as defined in NRS 104.9102(1)(fff)
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(17) Payment intangible, as defined in NRS 104.9102(1)(iii)
(18) Proceeds, as defined in NRS 104.9102(1)(lll)
(19) Promissory notes, as defined in NRS 104.9102(1)(mmm)
(20) Record, as defined in NRS 104.9102(1)(qqq)
(21) Software, as defined in NRS 104.9102(1)(www)
(22) Supporting obligations, as defined in NRS 104.9102(1)(yyy)
(23) Tangible chattel paper, as defined in NRS 104.9102(1)(zzz)
(24) The following, as defined in NRS 104.9102(2): certificated securities, contracts for sale, leases, lease agreements, lease contracts, leasehold interests, letters of credit, negotiable instruments, notes, proceeds of letters of credit, securities, security certificates, security entitlements, and uncertificated securities.
In addition, the Collateral shall include all copyrights, all patents and patent applications (including the inventions and improvements described and claimed therein together with the reissues, divisions, continuations, renewals, extensions and continuations in-part thereof), all trade names, trademarks and service marks, logos, trademark and service mark registrations (including all renewals of trademark and service mark registrations, and all rights corresponding thereto throughout the world together, in each case, with the goodwill of the business connected with the use of, and symbolized by, each such trade name, trademark and service mark, but excluding any such registration that would be rendered invalid, abandoned, void or unenforceable by reason of its being included as part of the Collateral), all inventions, processes, production methods, proprietary information, know-how and trade secrets, all licenses or user or other agreements granted to Meso Numismatics, Inc. with respect to any of the foregoing, in each case whether now or hereafter owned or used (including the licenses or other agreements with respect to any of the foregoing).
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EXHIIBIT 10.1
DEBT EXCHANGE AGREEMENT
THIS DEBT EXCHANGE AGREEMENT (this “Agreement”) is entered into as of March 13, 2025 (the “Effective Date”) by and between Authentic Holdings, Inc., a Nevada corporation (the “Issuer”) and Chris Giordano (the “Creditor”). The Creditor and the Issuer are occasionally referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
A. Creditor is the beneficial owner of various loans made to the Issuer as well as accrued compensation as its President, the aggregate amount of which, including all amounts due through the date of this Agreement is one million five hundred thousand ($1,500,000) United States dollars (collectively, the “Debt”). The Debt is listed in the attached Exhibit A;
B. The Issuer desires to cause the Debt to be repaid, and the obligations of the Issuer represented thereby to be cancelled, by exchanging the Debt for shares of the Issuer’s Series E Preferred Stock (the “Series E Preferred Stock”), shares of common stock, and a secured promissory note, in the form and substance of that attached hereto as Exhibit B, as set forth herein. The Certificate of Designation setting forth the terms, preferences, privileges, restrictions and limitations for the Series E Preferred Stock is attached hereto as Exhibit C;
D. The Creditor desires to acquire shares of the Series E Preferred Stock, shares of common stock, a royalty right in the net revenues of the Issuer’s subsidiary, and a secured promissory note in exchange for the satisfaction and cancellation of the Debt; and,
E. The Issuer and the Creditor are entering into this Agreement to set forth the terms and conditions applicable to the exchange of the Debt for the consideration stated herein;
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged by the parties hereto, the parties hereby agree as follows:
Article 1
EXCHANGE OF STOCK AND DEBT SECURITIES
1.1 Exchange.
(a) The Creditor hereby agrees, subject to the terms and conditions set forth herein, to exchange the aggregate principal amount of the Debt, together with all interest thereon accrued up to but not including the effective date of such exchange, for fifty thousand nine hundred and ten (50,910) shares of the Issuer’s Series E Preferred Stock, three hundred and fifty million (350,000,000) shares of the Issuer’s common stock, and a secured promissory note issued by our company, in the principal amount of two hundred and twenty seven thousand two hundred and nine ($227,209) United States dollars (the “Debt Exchange”). The Creditor agrees with the terms, preferences, privileges, restrictions and limitations set forth in the Certificate of Designation for the Series E Preferred Stock in Exhibit B.
(b) Subject to the terms and conditions of this Agreement, the consummation of the Debt Exchange shall take place at a closing (the “Closing”) at such time, date or place as the Parties hereto may mutually agree upon. At the Closing, the Creditor shall deliver the Debt for cancellation and the Issuer shall deliver to the Creditor the aforementioned consideration for the Debt Exchange.
(c) The consideration for the Debt Exchange will be issued in full satisfaction and payment of the Debt, and from and after the consummation of the Debt Exchange the Debt shall represent solely the right to receive the consideration for the Debt Exchange. In the event that as a result of the Debt Exchange, fractional shares of Preferred Stock or common stock would be required to be issued, such fractional shares shall be rounded up or down to the nearest whole share. The Issuer shall pay any documentary, stamp or similar issue or transfer tax due with respect to the Debt Exchange.
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1.2 Legend. Any certificate or certificates representing the Series E Preferred Stock or common stock (or any part thereof) will bear the following legend, together with any and all other legends as may be required pursuant to applicable law (and the Issuer may issue appropriate corresponding stop transfer instructions to any transfer agent for any of such securities):
| “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state law and may not be transferred, sold or otherwise disposed of unless registered under such act and applicable state laws or unless an exemption from the registration requirements under such act or applicable state law requirements is available.” |
Such legend and the stop transfer instructions shall be removed and the Issuer shall issue a certificate representing such securities without such legend to the holder thereof if (i) such securities are registered under the Securities Act of 1933, or (ii) if such securities are sold pursuant to an exemption of the registration requirements of the Securities Act of 1933. In either case, the Creditor shall furnished to the Issuer evidence to such effect that Issuer finds reasonably satisfactory which may include, without limitation, an opinion of counsel reasonably acceptable to the Issuer (as to form and substance and counsel).
Article 2
REPRESENTATIONS AND WARRANTIES OF THE ISSUER
The Issuer hereby represents and warrants to the Creditor that:
2.1 Corporate Status. The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate or other power and authority to carry on its business as now being conducted.
2.2 Capitalization. The authorized capital stock of the Issuer consists of 2,501,000,000 shares, consisting of 2,500,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, of which 2,252,573,721 shares of common stock are outstanding and 600,000 shares of preferred stock are outstanding, consisting of 400,000 shares of Series B Preferred, 100,000 shares of Series C Preferred and 100,000 shares of Series D Preferred.
2.3 Power and Authority; Binding Agreement. The Issuer has the requisite corporate power and authority to execute and deliver, and when the Certificate of Designation for the Series E Preferred Stock has been adopted and filed with the Secretary of State of the State of Nevada, to perform its obligations under, this Agreement, and the Issuer has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the consummation of the Debt Exchange. This Agreement has been duly executed and delivered by the Issuer and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes the valid and binding agreement of the Issuer enforceable against the Issuer in accordance with its terms.
2.4 Non-Contravention. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement, and compliance with the provisions hereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under the Articles of Incorporation or By-laws of the Issuer. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any lien or encumbrance upon any of the properties or assets of the Issuer or any of its subsidiaries under, (i) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, obligation, instrument, permit, concession, franchise, license or similar authorization applicable to the Issuer or any of its subsidiaries or their respective properties or assets or (ii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Issuer or any of its subsidiaries or their respective properties or assets, other than any such conflicts, violations, defaults, rights, losses, liens or encumbrances that, individually or in the aggregate, are not reasonably likely to have a material adverse effect on (x) the business condition of the Issuer and its subsidiaries taken as a whole or (y) the ability of the Issuer to perform its obligations under this Agreement.
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2.5 Consents and Governmental Approvals. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission, body or authority or any non-governmental self-regulatory agency, commission, body or authority is required by the Issuer in connection with the execution and delivery of this Agreement by the Issuer or the consummation by the Issuer of the Debt Exchange or the other transactions contemplated by this Agreement, except for the filing of the Certificate of Designation with the Secretary of State of the State of Nevada, and such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, is not reasonably likely to have a material adverse effect on the Issuer.
2.6 Valid Issuance. When issued pursuant to this Agreement in connection with the Debt Exchange, the consideration for the Debt Exchange will be duly authorized, validly issued, fully paid and nonassessable, and the Creditor will receive good title to such shares, free and clear of any liens, claims, security interest or encumbrances.
Article 3
REPRESENTATIONS AND WARRANTIES OF THE CREDITOR
The Creditor represents and warrants to the Issuer that:
3.1 Authority. The Creditor has all requisite power and authority to execute and deliver, and perform its obligations under, this Agreement. All acts required to be taken by the Creditor to enter into this Agreement and consummate the transactions contemplated hereby have been properly taken.
3.2 Title to the Debt. The Creditor is the record and beneficial holder of the Debt and holds the Debt free and clear of all claims, liens, security interests, title defects and objections or any other encumbrances of any kind or nature whatsoever. The Creditor represents and warrants to the Issuer that the Debt have not been assigned to any other party.
3.3 Investment Intent. Creditor is acquiring the shares being delivered to Creditor under this Agreement for its own account and with no present intention of distributing or selling any of them in violation of the Securities Act of 1933 or any applicable state securities law. Creditor is aware that an investment in the Issuer is speculative and involves certain risks, including the possible loss of the entire investment. Creditor has made an independent examination and investigation of an investment in the shares and the Issuer and has depended on the advice of its legal and financial advisors and agrees that the Issuer will not be responsible in any way whatsoever for the Creditor's decision to invest in the shares and the Issuer. Creditor (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the shares for an indefinite period of time. Creditor (i) is able to fend for itself in the Debt Exchange; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment. Creditor is representing and warranting that it is an "accredited Creditor" as that term is defined in Rule 501 of Regulation D of the Securities Act of 1933 Act. Creditor will not sell or otherwise dispose of any of such shares unless such sale or other disposition has been registered or is exempt from registration under the Securities Act of 1933 and has been registered or qualified or is exempt from registration or qualification under applicable state securities laws. Creditor understands that the shares it is acquiring under this Agreement have not been registered under the Securities Act of 1933 by reason of their contemplated issuance in transactions exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 and that the reliance of the Issuer on this exemption is predicated in part on these representations and warranties of Creditor. Creditor acknowledges and agrees that a restrictive legend consistent with the foregoing has been or will be placed on the certificates for the shares and related stop transfer instructions will be noted in the transfer records of the Issuer and/or its transfer agent for the shares, and that such Creditor will not be permitted to sell, transfer or assign any of the shares acquired hereunder until such shares are registered or an exemption from the registration and prospectus delivery requirements of the Securities Act of 1933 is available.
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Article 4
CONDITIONS
4.1 Issuer’s Conditions. The obligations of the Issuer to consummate the transactions contemplated by this Agreement shall be subject to fulfillment of the following conditions on or prior to the date of Closing:
(a) The representations and warranties of the Creditor set forth in Article 3 shall be true and correct on and as of the date of Closing.
(b) All proceedings, corporate or otherwise, required to be taken by the Creditor on or prior to the date of Closing in connection with this Agreement, and the Debt Exchange contemplated hereby, shall have been duly and validly taken, and all necessary consents, approvals or authorizations required to be obtained by the Creditor on or prior to the Closing shall have been obtained.
(c) The Creditor shall have delivered the Debt to the Issuer for cancellation.
(d) The Creditor shall have delivered to the Issuer such other documents, certificates or other information as the Issuer or its counsel may reasonably request.
(e) The Issuer hereby agrees that it shall cause its attorney, at the Creditor’s cost, to render any opinion letter requested by the Creditor to remove any and all restrictive legends from any common stock from conversion of the preferred shares, due to Creditor per the terms of this Agreement (the “Opinion Letter”). The Opinion Letter shall be issued to Creditor as required and requested by Creditor to be able to deposit any common stock from the conversion of the preferred shares into common stock, at Creditor’s broker of choice.
4.2 Creditor’s Conditions. The obligations of the Creditor to consummate the transaction contemplated by this Agreement shall be subject to fulfillment of the following conditions on or prior to the date of Closing:
(a) The representations and warranties of the Issuer set forth in Article 2 shall be true and correct on and as of the date of Closing.
(b) All proceedings, corporate or otherwise required to be taken by the Issuer on or prior to the date of Closing in connection with this Agreement, and the Debt Exchange contemplated hereby, shall have been duly and validly taken, and all necessary consents, approvals or authorizations required to be obtained by the Issuer on or prior to the Closing shall have been obtained.
(c) The Issuer shall have issued and delivered, or cause to be issued and delivered, to the Creditor, stock certificates, registered in the name of the Creditor, representing duly authorized, validly issued, fully paid and non-assessable Series E Preferred Stock and common stock.
(d) The Issuer shall have delivered to the Creditor the secured promissory note, and such other documents, certificates or other information as the Creditor or its counsel may reasonably request.
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Article 5
MISCELLANEOUS
5.2 Headings. The headings in this Agreement are for purposes of reference only and are not to be considered in construing this Agreement.
5.3 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered constitutes an original and all together shall constitute one Agreement.
5.4 Enforceability. If any term or provision of this Agreement, or the application thereof to any person or circumstance, is, to any extent, invalid or unenforceable, the remaining terms and provisions of this Agreement or application to other Persons and circumstances are not invalidated thereby, and each term and provision hereof is to be construed with all other remaining terms and provisions hereof to effect the intent of the parties hereto to the fullest extent permitted by law.
5.5 Law Governing. This Agreement is to be construed and enforced in accordance with and shall be governed by the laws of the State of Nevada applicable to contracts executed in and to be fully performed in that state.
5.6 Confidentiality. Until the Issuer makes a press release or other public announcement about the Exchange, the Creditor will maintain the confidentiality of the Debt Exchange and the terms of the Debt Exchange.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year first above written.
| Dated: March 13, 2025 | “Issuer” Authentic Holdings, Inc., a Nevada corporation | ||
| Date | By: | ||
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| Name: | Paul Serbiak | |
| Title: | Chief Executive Officer | ||
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| Dated: March 13, 2025 | “Creditor” |
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| Chris Giordano |
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| 6 |
Exhibit A
$1,500,000
| 7 |
Exhibit B
[Secured Promissory Note]
| 8 |
Exhibit C
[Series E Preferred Stock Certificate of Designation]
| 9 |
EXHIBIT 10.2
DEBT EXCHANGE AGREEMENT
THIS DEBT EXCHANGE AGREEMENT (this “Agreement”) is entered into as of March 13, 2025 (the “Effective Date”) by and between Authentic Holdings, Inc., a Nevada corporation (the “Issuer”) and Paul Serbiak (the “Creditor”). The Creditor and the Issuer are occasionally referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
A. Creditor is the beneficial owner of various loans made to the Issuer as well as accrued compensation as its executive officer, the aggregate amount of which, including all amounts due through the date of this Agreement is five hundred thousand ($500,000 USD) United States dollars (collectively, the “Debt”). The Debt is listed in the attached Exhibit A;
B. The Issuer desires to cause the Debt to be repaid, and the obligations of the Issuer represented thereby to be cancelled, by exchanging the Debt for shares of the Issuer’s Series E Preferred Stock (the “Series E Preferred Stock”), shares of common stock, and a secured promissory note, in the form and substance of that attached hereto as Exhibit B, as set forth herein. The Certificate of Designation setting forth the terms, preferences, privileges, restrictions and limitations for the Series E Preferred Stock is attached hereto as Exhibit C;
D. The Creditor desires to acquire shares of the Series E Preferred Stock, shares of common stock, and a royalty right in the net revenues of the Issuer’s subsidiary, in exchange for the satisfaction and cancellation of the Debt; and,
E. The Issuer and the Creditor are entering into this Agreement to set forth the terms and conditions applicable to the exchange of the Debt for the consideration stated herein;
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged by the parties hereto, the parties hereby agree as follows:
Article 1
EXCHANGE OF STOCK AND DEBT SECURITIES
1.1 Exchange.
(a) The Creditor hereby agrees, subject to the terms and conditions set forth herein, to exchange the aggregate principal amount of the Debt, together with all interest thereon accrued up to but not including the effective date of such exchange, for twenty nine thousand ninety (29,090) shares of the Issuer’s Series E Preferred Stock, thirty five million (35,000,000) shares of the Issuer’s common stock and a secured promissory note issued by our company, in the principal amount of of twenty two thousand seven hundred and two ($22,702) United States dollars (the “Debt Exchange”). The Creditor agrees with the terms, preferences, privileges, restrictions and limitations set forth in the Certificate of Designation for the Series E Preferred Stock in Exhibit C.
(b) Subject to the terms and conditions of this Agreement, the consummation of the Debt Exchange shall take place at a closing (the “Closing”) at such time, date or place as the Parties hereto may mutually agree upon. At the Closing, the Creditor shall deliver the Debt for cancellation and the Issuer shall deliver to the Creditor the aforementioned consideration for the Debt Exchange.
(c) The consideration for the Debt Exchange will be issued in full satisfaction and payment of the Debt, and from and after the consummation of the Debt Exchange the Debt shall represent solely the right to receive the consideration for the Debt Exchange. In the event that as a result of the Debt Exchange, fractional shares of Preferred Stock or common stock would be required to be issued, such fractional shares shall be rounded up or down to the nearest whole share. The Issuer shall pay any documentary, stamp or similar issue or transfer tax due with respect to the Debt Exchange.
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1.2 Legend. Any certificate or certificates representing the Series E Preferred Stock or common stock (or any part thereof) will bear the following legend, together with any and all other legends as may be required pursuant to applicable law (and the Issuer may issue appropriate corresponding stop transfer instructions to any transfer agent for any of such securities):
| “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state law and may not be transferred, sold or otherwise disposed of unless registered under such act and applicable state laws or unless an exemption from the registration requirements under such act or applicable state law requirements is available.” |
Such legend and the stop transfer instructions shall be removed and the Issuer shall issue a certificate representing such securities without such legend to the holder thereof if (i) such securities are registered under the Securities Act of 1933, or (ii) if such securities are sold pursuant to an exemption of the registration requirements of the Securities Act of 1933. In either case, the Creditor shall furnished to the Issuer evidence to such effect that Issuer finds reasonably satisfactory which may include, without limitation, an opinion of counsel reasonably acceptable to the Issuer (as to form and substance and counsel).
Article 2
REPRESENTATIONS AND WARRANTIES OF THE ISSUER
The Issuer hereby represents and warrants to the Creditor that:
2.1 Corporate Status. The Issuer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate or other power and authority to carry on its business as now being conducted.
2.2 Capitalization. The authorized capital stock of the Issuer consists of 2,501,000,000 shares, consisting of 2,500,000,000 shares of common stock, par value $0.001 per share, and 1,000,000 shares of preferred stock, of which 2,252,573,721 shares of common stock are outstanding and 600,000 shares of preferred stock are outstanding, consisting of 400,000 shares of Series B Preferred, 100,000 shares of Series C Preferred and 100,000 shares of Series D Preferred.
2.3 Power and Authority; Binding Agreement. The Issuer has the requisite corporate power and authority to execute and deliver, and when the Certificate of Designation for the Series E Preferred Stock has been adopted and filed with the Secretary of State of the State of Nevada, to perform its obligations under, this Agreement, and the Issuer has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and the consummation of the Debt Exchange. This Agreement has been duly executed and delivered by the Issuer and, assuming the due authorization, execution and delivery by each of the other parties hereto, constitutes the valid and binding agreement of the Issuer enforceable against the Issuer in accordance with its terms.
2.4 Non-Contravention. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement, and compliance with the provisions hereof, will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under the Articles of Incorporation or By-laws of the Issuer. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any lien or encumbrance upon any of the properties or assets of the Issuer or any of its subsidiaries under, (i) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, obligation, instrument, permit, concession, franchise, license or similar authorization applicable to the Issuer or any of its subsidiaries or their respective properties or assets or (ii) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Issuer or any of its subsidiaries or their respective properties or assets, other than any such conflicts, violations, defaults, rights, losses, liens or encumbrances that, individually or in the aggregate, are not reasonably likely to have a material adverse effect on (x) the business condition of the Issuer and its subsidiaries taken as a whole or (y) the ability of the Issuer to perform its obligations under this Agreement.
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2.5 Consents and Governmental Approvals. No consent, approval, order or authorization of, action by or in respect of, or registration, declaration or filing with, any federal, state, local or foreign government, any court, administrative, regulatory or other governmental agency, commission, body or authority or any non-governmental self-regulatory agency, commission, body or authority is required by the Issuer in connection with the execution and delivery of this Agreement by the Issuer or the consummation by the Issuer of the Debt Exchange or the other transactions contemplated by this Agreement, except for the filing of the Certificate of Designation with the Secretary of State of the State of Nevada, and such other consents, approvals, orders or authorizations the failure of which to be made or obtained, individually or in the aggregate, is not reasonably likely to have a material adverse effect on the Issuer.
2.6 Valid Issuance. When issued pursuant to this Agreement in connection with the Debt Exchange, the consideration for the Debt Exchange will be duly authorized, validly issued, fully paid and nonassessable, and the Creditor will receive good title to such shares, free and clear of any liens, claims, security interest or encumbrances.
Article 3
REPRESENTATIONS AND WARRANTIES OF THE CREDITOR
The Creditor represents and warrants to the Issuer that:
3.1 Authority. The Creditor has all requisite power and authority to execute and deliver, and perform its obligations under, this Agreement. All acts required to be taken by the Creditor to enter into this Agreement and consummate the transactions contemplated hereby have been properly taken.
3.2 Title to the Debt. The Creditor is the record and beneficial holder of the Debt and holds the Debt free and clear of all claims, liens, security interests, title defects and objections or any other encumbrances of any kind or nature whatsoever. The Creditor represents and warrants to the Issuer that the Debt have not been assigned to any other party.
3.3 Investment Intent. Creditor is acquiring the shares being delivered to Creditor under this Agreement for its own account and with no present intention of distributing or selling any of them in violation of the Securities Act of 1933 or any applicable state securities law. Creditor is aware that an investment in the Issuer is speculative and involves certain risks, including the possible loss of the entire investment. Creditor has made an independent examination and investigation of an investment in the shares and the Issuer and has depended on the advice of its legal and financial advisors and agrees that the Issuer will not be responsible in any way whatsoever for the Creditor's decision to invest in the shares and the Issuer. Creditor (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the shares for an indefinite period of time. Creditor (i) is able to fend for itself in the Debt Exchange; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment. Creditor is representing and warranting that it is an "accredited Creditor" as that term is defined in Rule 501 of Regulation D of the Securities Act of 1933 Act. Creditor will not sell or otherwise dispose of any of such shares unless such sale or other disposition has been registered or is exempt from registration under the Securities Act of 1933 and has been registered or qualified or is exempt from registration or qualification under applicable state securities laws. Creditor understands that the shares it is acquiring under this Agreement have not been registered under the Securities Act of 1933 by reason of their contemplated issuance in transactions exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 and that the reliance of the Issuer on this exemption is predicated in part on these representations and warranties of Creditor. Creditor acknowledges and agrees that a restrictive legend consistent with the foregoing has been or will be placed on the certificates for the shares and related stop transfer instructions will be noted in the transfer records of the Issuer and/or its transfer agent for the shares, and that such Creditor will not be permitted to sell, transfer or assign any of the shares acquired hereunder until such shares are registered or an exemption from the registration and prospectus delivery requirements of the Securities Act of 1933 is available.
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Article 4
CONDITIONS
4.1 Issuer’s Conditions. The obligations of the Issuer to consummate the transactions contemplated by this Agreement shall be subject to fulfillment of the following conditions on or prior to the date of Closing:
(a) The representations and warranties of the Creditor set forth in Article 3 shall be true and correct on and as of the date of Closing.
(b) All proceedings, corporate or otherwise, required to be taken by the Creditor on or prior to the date of Closing in connection with this Agreement, and the Debt Exchange contemplated hereby, shall have been duly and validly taken, and all necessary consents, approvals or authorizations required to be obtained by the Creditor on or prior to the Closing shall have been obtained.
(c) The Creditor shall have delivered the Debt to the Issuer for cancellation.
(d) The Creditor shall have delivered to the Issuer such other documents, certificates or other information as the Issuer or its counsel may reasonably request.
(e) The Issuer hereby agrees that it shall cause its attorney, at the Creditor’s cost, to render any opinion letter requested by the Creditor to remove any and all restrictive legends from any common stock from conversion of the preferred shares, due to Creditor per the terms of this Agreement (the “Opinion Letter”). The Opinion Letter shall be issued to Creditor as required and requested by Creditor to be able to deposit any common stock from the conversion of the preferred shares into common stock, at Creditor’s broker of choice.
4.2 Creditor’s Conditions. The obligations of the Creditor to consummate the transaction contemplated by this Agreement shall be subject to fulfillment of the following conditions on or prior to the date of Closing:
(a) The representations and warranties of the Issuer set forth in Article 2 shall be true and correct on and as of the date of Closing.
(b) All proceedings, corporate or otherwise required to be taken by the Issuer on or prior to the date of Closing in connection with this Agreement, and the Debt Exchange contemplated hereby, shall have been duly and validly taken, and all necessary consents, approvals or authorizations required to be obtained by the Issuer on or prior to the Closing shall have been obtained.
(c) The Issuer shall have issued and delivered, or cause to be issued and delivered, to the Creditor, stock certificates, registered in the name of the Creditor, representing duly authorized, validly issued, fully paid and non-assessable Series E Preferred Stock and common stock.
(d) The Issuer shall have delivered to the Creditor such other documents, certificates or other information as the Creditor or its counsel may reasonably request.
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Article 5
MISCELLANEOUS
5.2 Headings. The headings in this Agreement are for purposes of reference only and are not to be considered in construing this Agreement.
5.3 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered constitutes an original and all together shall constitute one Agreement.
5.4 Enforceability. If any term or provision of this Agreement, or the application thereof to any person or circumstance, is, to any extent, invalid or unenforceable, the remaining terms and provisions of this Agreement or application to other Persons and circumstances are not invalidated thereby, and each term and provision hereof is to be construed with all other remaining terms and provisions hereof to effect the intent of the parties hereto to the fullest extent permitted by law.
5.5 Law Governing. This Agreement is to be construed and enforced in accordance with and shall be governed by the laws of the State of Nevada applicable to contracts executed in and to be fully performed in that state.
5.6 Confidentiality. Until the Issuer makes a press release or other public announcement about the Exchange, the Creditor will maintain the confidentiality of the Debt Exchange and the terms of the Debt Exchange.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year first above written.
| Dated: March 13, 2025 |
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| Authentic Holdings, Inc., | |||
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| a Nevada corporation |
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| By: | |||
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| Name: | Chris Giordano | |
| Title: | President | ||
| Dated: March 13, 2025 | “Creditor” |
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| Paul Serbiak |
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| 6 |
Exhibit A
$500,000
| 7 |
Exhibit B
[Secured Promissory Note]
| 8 |
Exhibit C
[Series E Preferred Stock Certificate of Designation]
| 9 |