8-K - AIBT - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 16, 2023

MYCOTOPIA THERAPIES, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-56022	87-0645794
(State of Incorporation)	(Commission File Number)	(IRS Employer ID No.)

100 SE 2nd St, Suite 2000

Miami, Florida 33131

(Address of Principal Executive Offices)

(954) 233-3511

(Registrant's Telephone Number including Area Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.02 Termination of a Material Definitive Agreement.

On May 18, 2022, Mycotopia Therapies Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Agreement”) whereby the Company was to merge with a wholly owned subsidiary of PSLY.com. Simultaneously E.iVentures, Inc. (“E.i”) was to merge with a separate wholly owned subsidiary of PSLY.com.

On February 16, 2023, the parties to the Agreement mutually agreed to terminate the Agreement and release each other. The preceding description of the termination is qualified in its entirety by reference to the Termination of Agreement and Plan of Merger dated February 16, 2023, and provided herewith as an Exhibit to this Current Report.

Item 7.01 Regulation FD Disclosure.

On February 21, 2023, the Company, PSLY.com and E.i Ventures issued a joint press release announcing the termination of the Agreement and Plan of Merger, the withdrawal of the PSLY.com’s S-4 filing with the SEC and the withdrawal of PSLY.com’s Nasdaq application.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description
10.1	Termination of Agreement and Plan of Merger
99.1	Press Release Announcing Termination of Agreement and Plan of Merger

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.

	Mycotopia Therapies, Inc.
	a Nevada corporation
Date: February 21, 2023	By: /s/Ben Kaplan
	Name: Ben Kaplan
	Title: Chief Executive Officer and Principal Accounting Officer

TERMINATION OF AGREEMENT AND PLAN OF MERGER

THIS TERMINATION OF AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this _____day of February, 2023, by and among:

PSLY.COM, INC., a Delaware corporation (“Parent”),

and -

MYCOTOPIA THERAPIES INC., a Nevada corporation (“MTI”)

and -

EI.VENTURES, INC., a Delaware corporation (“EVI”),

and -

SILLY MERGER SUB M INC., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub M”)

and -

SILLY MERGER SUB E INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub E”)

(each of Parent, Merger Sub M, Merger Sub E, MTI, and EVI, are sometimes referred to herein as a “Party,” and collectively, as the “Parties”)

WHEREAS the Parties entered into a certain Agreement and Plan of Merger, dated as of May 17, 2022 (the “Merger Agreement”);

AND WHEREAS each of EVI, Parent, MTI, Merger Sub M and Merger Sub E mutually desire to terminate the Merger Agreement and abandon the transactions contemplated thereby;

AND WHEREAS the respective boards of directors of each of the Parties have determined that it is in their respective best interests to terminate the Merger Agreement in accordance with this Agreement;

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

Termination of Merger Agreement.

(a)Subject to Section 2 of this Agreement, the Merger Agreement is hereby terminated in its entirety as of the date hereof and shall be null and void without further force and effect, and there shall be no liability or further obligations on the part of any Party thereto or their respective affiliates, directors, officers, employees, agents, advisors or representatives of any of them, and all rights and obligations each Party thereto shall cease. For the avoidance of doubt, each of EVI, Parent, MTI, Merger Sub M and Merger Sub E further acknowledges and agrees that any additional agreement (“Additional Agreements”) entered into prior

to the date hereof shall, upon termination of the Merger Agreement pursuant to this Agreement, terminate or no longer be effective, as applicable, in accordance with their respective terms.

(b)No termination fees or reimbursement of expenses is due and owing by any Party to any of the other Parties, and none shall be paid.

(c)The Parties shall issue a press release relating to this Agreement, in a form and substance as mutually agreed to in writing. Thereafter, except for disclosure or communication required by applicable law or stock exchange rules, or in response to any request by any governmental or regulatory authority, no Party shall issue any press release with respect to the other Parties, the transactions contemplated thereby and/or this Agreement without the prior written consent of such other Parties; provided that, prior to any disclosure or communication required by applicable law or stock exchange rules or in response to a request by a governmental or regulatory authority, EVI, Parent, MTI, Merger Sub M or Merger Sub E, as applicable, shall, respectively, (i) use its reasonable best efforts to consult with each other before making any such disclosure, communication or response and (ii) to the fullest extent permitted by applicable law, first allow the other to review such disclosure, communication or response and the opportunity to comment thereon, and shall consider such comments in good faith.

(d)EVI, for itself, and on behalf of its affiliates, equity holders, partners, joint venturers, lenders, administrators, representatives, stockholders, parents, subsidiaries, officers, directors, attorneys, agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns, hereby absolutely, forever and fully release and discharge Parent, MTI, Merger Sub M and Merger Sub E and each of their respective affiliates and each of their respective present and former direct and indirect equity holders, directors, officers, employees, predecessors, partners, stockholders, joint venturers, administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary entities, successors, heirs, and assigns, and each of them, from all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings, obligations, duties, promises, costs, expenses (including, without limitation, attorneys’ fees and costs), liens, indemnification rights, damages, losses, actions, and causes of action, of any kind whatsoever, whether due or owing in the past, present or future and whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, with respect to, pertaining to, based on, arising out of, resulting from, or relating to the Merger Agreement, the Additional Agreements and the transactions contemplated by the Merger Agreement (the “EVI Released Claims”).

(e)Parent, for itself, and on behalf of its affiliates, equity holders, partners, joint venturers, lenders, administrators, representatives, stockholders, parents, subsidiaries, officers, directors, attorneys, agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns, hereby absolutely, forever and fully release and discharge EVI, MTI, Merger Sub M and Merger Sub E and each of their affiliates and each of their respective present and former direct and indirect equity holders, directors, officers, employees, predecessors, partners, stockholders, joint venturers, administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary entities, successors, heirs, and assigns, and each of them, from all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings, obligations, duties, promises, costs, expenses (including, without limitation, attorneys’ fees and costs), liens, indemnification rights, damages,

losses, actions, and causes of action, of any kind whatsoever, whether due or owing in the past, present or future and whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, with respect to, pertaining to, based on, arising out of, resulting from, or relating to the Merger Agreement, the Additional Agreements and the transactions contemplated by the Merger Agreement (the “Parent Released Claims”).

(f)Merger Sub M, for itself, and on behalf of its affiliates, equity holders, partners, joint venturers, lenders, administrators, representatives, stockholders, parents, subsidiaries, officers, directors, attorneys, agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns, hereby absolutely, forever and fully release and discharge EVI, Parent, MTI, Merger Sub M and Merger Sub E and each of their affiliates and each of their respective present and former direct and indirect equity holders, directors, officers, employees, predecessors, partners, stockholders, joint venturers, administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary entities, successors, heirs, and assigns, and each of them, from all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings, obligations, duties, promises, costs, expenses (including, without limitation, attorneys’ fees and costs), liens, indemnification rights, damages, losses, actions, and causes of action, of any kind whatsoever, whether due or owing in the past, present or future and whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, with respect to, pertaining to, based on, arising out of, resulting from, or relating to the Merger Agreement, the Additional Agreements and the transactions contemplated by the Merger Agreement (the “Merger Sub M Claims”).

(g)Merger Sub E, for itself, and on behalf of its affiliates, equity holders, partners, joint venturers, lenders, administrators, representatives, stockholders, parents, subsidiaries, officers, directors, attorneys, agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns, hereby absolutely, forever and fully release and discharge EVI, Parent, MTI and Merger Sub M and each of their affiliates and each of their respective present and former direct and indirect equity holders, directors, officers, employees, predecessors, partners, stockholders, joint venturers, administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary entities, successors, heirs, and assigns, and each of them, from all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings, obligations, duties, promises, costs, expenses (including, without limitation, attorneys’ fees and costs), liens, indemnification rights, damages, losses, actions, and causes of action, of any kind whatsoever, whether due or owing in the past, present or future and whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, with respect to, pertaining to, based on, arising out of, resulting from, or relating to the Merger Agreement, the Additional Agreements and the transactions contemplated by the Merger Agreement (the “Merger Sub E Claims”).

(h)MTI, for itself, and on behalf of its affiliates, equity holders, partners, joint venturers, lenders, administrators, representatives, stockholders, parents, subsidiaries, officers, directors, attorneys, agents, employees, legatees, devisees, executors, trustees, beneficiaries, insurers, predecessors, successors, heirs and assigns, hereby absolutely, forever and fully release and discharge EVI,

Parent, Merger Sub M and Merger Sub E and each of their affiliates and each of their respective present and former direct and indirect equity holders, directors, officers, employees, predecessors, partners, stockholders, joint venturers, administrators, representatives, affiliates, attorneys, agents, brokers, insurers, parent entities, subsidiary entities, successors, heirs, and assigns, and each of them, from all claims, contentions, rights, debts, liabilities, demands, accounts, reckonings, obligations, duties, promises, costs, expenses (including, without limitation, attorneys’ fees and costs), liens, indemnification rights, damages, losses, actions, and causes of action, of any kind whatsoever, whether due or owing in the past, present or future and whether based upon contract, tort, statute or any other legal or equitable theory of recovery, and whether known or unknown, suspected or unsuspected, asserted or unasserted, fixed or contingent, matured or unmatured, with respect to, pertaining to, based on, arising out of, resulting from, or relating to the Merger Agreement, the Additional Agreements and the transactions contemplated by the Merger Agreement (the “MTI Released Claims.” and together with the EVI Released Claims, the Parent Released Claims, the Merger Sub M Released Claims and the Merger Sub E Claims, the “Released Claims”).

(i)Each party acknowledges and understands that there is a risk that subsequent to the execution of this Agreement, each party may discover, incur or suffer Released Claims that were unknown or unanticipated at the time of the execution of this Agreement, and which, if known on the date of the execution of this Agreement, might have materially affected such party’s decision to enter into and execute this Agreement. Each party further agrees that by reason of the releases contained herein, each party is assuming the risk of such unknown Released Claims and agrees that this Agreement applies thereto.

(j)Each of the Parties hereto covenants not to bring any Released Claim before any court, arbitrator, or other tribunal in any jurisdiction, whether as a claim, a cross-claim, counterclaim or otherwise; provided that, for the avoidance of doubt, nothing contained herein shall be deemed to prevent any party hereto from enforcing its rights under this Agreement, or the provisions of the Merger Agreement expressly deemed to survive under this Agreement.

Survival**.** The Parties agree that the terms set forth in Section 7.3(b) and Article X of the Merger Agreement shall survive the termination of the Merger Agreement.
Successors and Assigns. This Agreement shall be binding upon and enforceable against, and shall inure to the benefit of, the Parties hereto and their respective successors, legal representatives, administrators and assigns.
Governing Law; Consent to Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without giving effect to the conflict of laws principles thereof that would result in the application of the laws of another jurisdiction. Each of the Parties (i) irrevocably submits itself to the personal jurisdiction of any state court sitting in Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in any suit, action or proceeding arising out of or relating to this Agreement, or any of the transactions contemplated by this Agreement; (ii) agrees that all claims in respect of such suit, action or proceeding shall be brought, heard and determined exclusively in the Court of Chancery of the State of Delaware (provided that, in the event that subject matter jurisdiction is unavailable in that court, then all such claims shall be brought, heard and determined exclusively in the Complex Commercial Litigation Division of the Delaware Superior Court in and for New Castle County); (iii) consents to service of process in connection with any such suit, action or proceeding by registered or certified mail; (iv) agrees that it shall not attempt to deny or defeat any such jurisdiction by motion or other request for leave from such court; and (v) agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transactions

contemplated by this Agreement in any court in any jurisdiction other than Delaware. Each of the Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought. For the avoidance of confusion, nothing in this Agreement shall be construed as constituting a choice of applicable law or consent to jurisdiction, consent to service of process, or waiver of objection to venue in any action among the Parties that does not relate solely to the enforcement and interpretation of the Parties’ respective rights and obligations under this Agreement.

Entire Agreement; Amendment. This Agreement represents the entire understanding and agreement between the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and thereof, and the Parties hereto may not amend, modify or supplement this Agreement except pursuant to a written instrument making specific reference to this Agreement that identifies itself as an amendment, modification or supplement to this Agreement and that is signed by each of the Parties hereto.
Counterparts. This Agreement may be executed in multiple counterparts, each of which shall for all purposes be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument, with signatures of the Parties transmitted by electronic transmission deemed to be their original signatures for all purposes.

[Signature page follows]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as of the day and year first written above.

EI.VENTURES, INC.

By:
Name:	David Nikzad
Title:	Chief Executive Officer

MYCOTOPIA THERAPIES INC.

By:
Name:	Ben Kaplan
Title:	Chief Executive Officer

PSLY.COM, INC.

By:
Name:	David Nikzad
Title:	President

SILLY MERGER SUB M INC.

By:
Name:	David Nikzad
Title:	President

SILLY MERGER SUB E INC.

By:
Name:	David Nikzad
Title:	President

[Signature Page to Termination of Agreement and Plan of Merger]

PSLY.com, Inc. Ei.Ventures, Inc. and Mycotopia Therapies Inc. Terminate Agreement and Plan of Merger

Miami, FL and Maui, HI – February 21, 2023 - Ei.Ventures, Inc. (Ei.Ventures) and Mycotopia Therapies Inc. (“Mycotopia Therapies”)(OTC: TPIA) announced today that on February 16, 2023, PSLY.com, Inc., Ei.Ventures and Mycotopia Therapies agreed to mutually terminate the Agreement and Plan of Merger, dated May 17, 2022 (the “Merger Agreement”), which provided for the acquisition of Ei.Ventures and Mycotopia Therapies by PSLY.com, Inc. by way of triangular merger, wherein the two companies would form a new holding company, PSLY.COM, and operate as a wholly-owned subsidiary of PSLY.com, Inc. following completion of the merger. In connection with the termination of the Merger Agreement PSLY.com, Inc. is withdrawing its Form S-4 Registration Statement that was previously filed with the Securities and Exchange Commission (SEC) and discontinue its application for listing on The NASDAQ Capital Market.

“We were excited by the potential of the transaction, but we have determined that it is not the right time for the business combination to move forward or for us to pursue a listing on the NASDAQ Capital Market,” stated PSLY.com and Ei.Ventures CEO, David Nikzad.

Ben Kaplan, CEO of Mycotopia Therapies stated “While we were looking forward to working with David and the Ei.Ventures team, overall market conditions were not favorable for creating optimal shareholder value.”

About Mycotopia Therapies

Mycotopia Therapies focuses on helping you heal and reclaim your life. Your journey of healing is an understanding of the causes and works to mental wellness through psychedelic enhanced psychotherapy, integrated with a professional team of mental wellness practitioners and cutting-edge technology. Psychedelic therapy is a holistic and spiritual approach providing healing and has shown successful treatment for many years. Additional information on Mycotopia Therapies can be found on the Company’s website at: https://www.mycotopiatherapies.com.

About Ei.Ventures Inc.:

Ei Ventures is a lifestyle company with products and services that support well-care in an effort to address the global mental crises. We are building a platform around the use of natural medicines and their ability to support the symbiosis of happy humans and a healthy planet. For more information, visit https://www.ei.ventures.

Forward-Looking Statement Disclaimer

This press release contains “forward-looking statements” within the meaning of applicable securities legislation . Such statements may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Forward-looking statements are based on certain assumptions, opinions and estimates of management and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company's control, and cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements: (i) the initiation, timing, progress and results of the Company’s research, manufacturing and other development efforts; (ii) the Company’s ability to advance its products to successfully complete development and commercialization; (iii) the manufacturing, development, commercialization, and market acceptance of the Company’s

products; (iv) the lack of sufficient funding to finance the product development and business operations; (v) competitive companies and technologies within the Company’s industry and introduction of competing products; (vi) the Company’s ability to establish and maintain corporate collaborations; (vii) loss of key management personnel; (viii) the scope of protection the Company is able to establish and maintain for intellectual property rights covering its products and its ability to operate its business without infringing the intellectual property rights of others; (ix) potential failure to comply with applicable health information privacy and security laws and other state and federal privacy and security laws; and (x) the difficulty of predicting actions of the U.S. Food and Drug Administration and its regulations. All forward-looking statements included in this press release are made only as of the date of this press release. The Company does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise, except as required by applicable law.

For Mycotopia Therapies Media and Investor Relations, please contact:

David L. Kugelman

(866) 692-6847 Toll Free - U.S. & Canada

(404) 281-8556 Mobile and WhatsApp

Email: dk@atlcp.com

Skype: kugsusa

For Ei.Ventures' Media and Investor Relations, please contact:

Alyssa Barry

alyssa@irlabs.ca

For Investor Relations inquiries, please send communication to:

Investors@ei.ventures