UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 | Entry into a Material Definitive Agreement |
On January 1, 2023, Astra Energy Inc. (the “Company”) entered into a Consulting Agreement with Rock Bay Consulting Ltd. ("Rock Bay"), wherein Rock Bay will provide general advisory services, strategic planning advice, and support for a period of one year. Pursuant to the agreement, Rock Bay will be issued 50,000 shares of common stock of the Company upon execution, 20,000 shares of common stock for the month ended December 2022 and 20,000 shares of common stock for the month ended January 2023. Additionally, Rock Bay shall be paid a fee of $150,000.00 per annum divided into equal monthly installments from January 1, 2023, to the end of April 30, 2023. As at the date of this Current Report on Form 8-K, the Company has issued 70,000 shares of common stock pursuant to the agreement.
On January 1, 2023, the Company entered into a Services Agreement with Global Concerns LLP ("Global"), wherein Global will fulfill the role of SVP of Sales and Marketing for a period of one year. Pursuant to the agreement, Global will be issued 100,000 shares of common stock of the Company, of which, 50,000 shares of common stock were issued upon execution and the remaining 50,000 shares of common stock will be issued six months after execution of the agreement. Additionally, Global may be entitled to an annual bonus. As at the date of this Current Report on Form 8-K, the Company has issued 50,000 shares of common stock pursuant to the agreement.
On January 16, 2023, the Company entered into a Consulting Agreement with Douglas Hampton ("Hampton"), President and Director of Astra Energy California Inc. and President and Director of Regreen technologies Inc., wherein Hampton has provided business development services, general advisory services, strategic planning services and general operational assistance to the Company. As compensation, the Company has agreed to issue to Hampton 1,000,000 shares of common stock. As at the date of this Current Report on Form 8-K, the Company has issued 1,000,000 shares of common stock pursuant to the agreement.
On January 16, 2023, the Company entered into a Consulting Agreement with Kermit Harris ("Harris"), President of the Company, wherein Harris has provided business development services, general advisory services, strategic planning services and general operational assistance to the Company. As compensation, the Company has agreed to issue to Harris 2,000,000 shares of common stock. As at the date of this Current Report on Form 8-K, the Company has issued 2,000,000 shares of common stock pursuant to the agreement.
On January 16, 2023, the Company entered into three (3) common stock purchase agreements (the “Agreements”) with various shareholders of Regreen Technologies Inc. (the “Sellers”).
The Sellers are shareholders of Regreen Technologies, Inc., (“Regreen”), a California corporation in the business of converting solid waste material into a marketable bio-product with its patented series of equipment and processes. Regreen is the owner of all the patents for the equipment and the processes.
Collectively, the Sellers own 7,947,630 shares of common stock of Regreen (the “Regreen Shares”), which represents approximately 7.5% of the issued and outstanding shares of common stock of Regreen.
As consideration for the purchase of the Regreen Shares, the Company has issued an aggregate of 2,058,154 shares of common stock to the Sellers.
On January 17, 2023, the Company entered into a Consulting and Representation Agreement (the "Agreement") with Dynamic Growth Media, LLC ("Dynamic"), wherein, Dynamic has agreed to provide social media consulting services to the Company
The initial term of the agreement is for a period of 15 days, which shall automatically be extended for an additional 165 days. As compensation, Dynamic has been issued 240,000 shares of common stock of the Company.
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Item 2.01 | Completion of Acquisition or Disposition of Assets |
The information provided under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.01in that Company now owns 78,508,189 shares or approximately 89.7% of the issued and outstanding shares of Regreen Technologies, Inc.
Item 3.02 | Unregistered Sales of Equity Securities |
The information provided under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02.
Item 9.01 | Financial Statements and Exhibits |
Exhibit |
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| Share Purchase Agreement between the Company and Douglas Hampton | |
| Share Purchase Agreement between the Company and Michael Balliet | |
| Share Purchase Agreement between the Company and Robin Bisarya | |
| Consulting and Representation Agreement with Dynamic Growth Media, LLC | |
104* |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Attached hereto
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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.
| ASTRA ENERGY, INC. |
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Dated: January 20, 2023 | By: | /s/ Kermit Harris |
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| Kermit Harris |
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| President |
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EXHIBIT 10.23
EXHIBIT 10.24
EXHIBIT 10.25
CONSULTING AGREEMENT
THIS AGREEMENT dated for reference the 16th day of January, 2023 (the "Effective Date") BETWEEN:
ASTRA ENERGY CALIFORNIA INC.
9565 Waples Street, Suite 200
San Diego, CA 92121
(the "Company")
AND:
DOUG HAMPTON
(the "Consultant")
NOW THEREFORE in consideration of the premises and the covenants and agreements of the parties hereto as hereinafter set forth, and for other good and reliable consideration, the sufficiency of which is hereby acknowledged by the parties, the parties hereto covenant and agree as follows:
The Company acknowledges that the Consultant has provided the Services (as defined below) and that the Consultant has earned compensation for such Services.
The Consultant has acted as President and Director of Astra Energy California Inc. and President and Director of Regreen technologies Inc.
The Consultant has provided business development services, general advisory services, strategic planning services and general operational assistance to the Company.
The Consultant shall receive 1,000,000 Common Shares of Astra Energy Inc.
The Consultant has acted as an agent of the Company.
The Company and Consultant each acknowledge and agree that the only relationship of the Consultant to the Company created by this Agreement is that of an independent contractor.
This Agreement may be executed in counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument and delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the Effective Date.
IN WITNESS, WHEREOF the Parties have executed and delivered this Agreement as of the Effective Date.
| Astra Energy Inc. |
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| /s/ Kermit Harris |
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| Authorized Signatory |
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| Doug Hampton |
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| /s/ Doug Hampton |
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| Consultant |
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CONFIDENTIAL
EXHIBIT 10.26
COMMON STOCK PURCHASE AGREEMENT
THIS COMMON STOCK PURCHASE AGREEMENT, (the “Agreement”) made this16th day of January, 2023 (the “Effective Date”), by and among Astra Energy, Inc., a Nevada corporation, (“Buyer”), and Douglas Hampton (“Seller”). The Buyer and Seller shall collectively be referred to hereafter as the “Parties” and individually as a “Party” unless referred to specifically as the Buyer or the Seller. The common stock owned by Seller to be sold to Buyer was issued by Regreen Technologies, Inc., a California corporation (“Company”), to the Seller.
RECITALS
Seller owns One Million, Six Hundred and Twenty-Three Thousand, Eight Hundred and Fifteen (1,623,815) shares of the Company which are free and clear of any liens, encumbrances, security interests, charges, mortgages, pledges, and any other adverse claims or other restrictions that would prevent the transfer of clear title of the Seller’s shares of the Company to Buyer. The Company is validly incorporated and operating as a privately owned California corporation in good standing with the California Secretary of State and in compliance with all of its registration and filing requirements.
There are no legal actions and/or proceedings and/or lawsuits pending against Seller that may materially affect this Agreement.
Buyer is validly incorporated and is in good standing with the Nevada Secretary of State and in compliance with all of its registration and filing requirements.
Seller desires to sell to Buyer and Buyer desires to purchase from Seller all of Seller’s interest in the Company, which is referred to herein as issued and outstanding shares of common stock in the Company under the terms and conditions of this Agreement.
Under the terms of this Agreement, Seller will convey and deliver the Seller’s shares of the Company to the Buyer in exchange for 1,100,000 shares of Buyer’s common stock (from Buyer’s unissued and not outstanding shares of common stock) as consideration for the purchase of the Seller’s shares. Seller agrees to transfer the Seller’s shares of the Company to Buyer.
These Recitals are incorporated by reference into this Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants, representations, and good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), contained herein, and subject to the terms and conditions hereof, the Parties agree to be legally bound to this Agreement as follows:
1. Agreement to Purchase and Sell.
The Seller will sell to Buyer, and the Buyer agrees to purchase from the Seller, the Seller’s shares in exchange for 1,100,000 shares of Buyer’s common stock (the “Astra Shares”). This consideration that Buyer will pay Seller for his Company’s common stock is referred to hereafter as the “Purchase Price”, including all of the Seller’s rights, title, and interest in and to the Seller’s shares. Upon closing of this transaction, Seller shall have no further rights, or interest, in the Company other than what is expressly stated herein. Seller shall receive no further payments, compensation, or other benefits from the Company.
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2. Closing Date
The Closing Date of this Agreement shall be January 16, 2023.
3. Lock Up Period.
The Seller shall not transfer, assign or offer for sale the Astra Shares for a period of six months following the Closing Date.
4. Representations and Warranties of Buyer. Buyer represents and warrants to and covenants with Seller as of the Effective Date the following:
a. Buyer has the legal capacity to execute, deliver and perform this Agreement and any instruments or agreements required to be executed and delivered by him under this Agreement.
b. The execution, delivery or performance of this Agreement by Buyer and the consummation of this Agreement will not conflict with or will not violate any law applicable to Buyer or will not conflict with or result in any breach of or constitute a default (and any event that would result in a default) or give to others any right of termination, acceleration, or cancellation of any agreement to which Buyer is a party.
c. No statement by Buyer contained in this Agreement or in any document delivered by Buyer under this Agreement contains any untrue statement of a material fact or omits or will omit to state any material fact necessary to make the statements contained herein not misleading or is necessary to provide the information required to be provided herein fully and fairly. Buyer acknowledges he has received all documents he has required to conduct his due diligence herein and no other document relevant to Buyer’s due diligence is pending.
5. Representations and Warranties of Seller. Seller represents and warrants to and covenants with Seller as of the Effective Date the following:
a. Seller has the legal capacity to execute, deliver and perform this Agreement and any instruments or agreements required to be executed and delivered by him under this Agreement.
b. The execution, delivery or performance of this Agreement by Seller and the consummation of this Agreement will not conflict with or will not violate any law applicable to Seller or will not conflict with or result in any breach of or constitute a default (and any event that would result in a default) or give to others any right of termination, acceleration, or cancellation of any agreement to which Seller is a party.
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c. No statement by Seller contained in this Agreement or in any document delivered by Seller under this Agreement contains any untrue statement of a material fact or omits or will omit to state any material fact necessary to make the statements contained herein not misleading or is necessary to provide the information required to be provided herein fully and fairly. Seller acknowledges he is fully knowledgeable about the Company and its financial affairs, he has received all documents he has required to conduct his due diligence herein, and no other document relevant to Seller’s due diligence is pending. Seller further represents that he is aware of the financial challenges facing the Company and has knowingly consented to this transaction.
6. Governing Law; Jurisdiction. Any dispute, disagreement, conflict of interpretation or claim arising out of or relating to this Agreement, or its enforcement, shall be governed by the laws of the State of California.
7. Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties, except that Company may not assign or transfer any of its rights or obligations under this Agreement.
8. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. A telefaxed copy or PDF Formatted copy of this Agreement shall be deemed an original.
9. Headings. The headings used in this Agreement are for convenience of reference only and shall not be deemed to limit, characterize or in any way affect the interpretation of any provision.
10. Legal Fees, Costs, Expenses. Each Party hereto shall bear its own costs in connection with the preparation, execution and delivery of this Agreement, including legal, accounting, and any other professional fees and expenses.
11. Amendments, Modifications and Waivers. No amendment, change, modification or waiver of any provision of this Agreement shall be valid or binding unless it is in writing, dated subsequent to the Effective Date of this Agreement, and signed by both the Buyer and the Seller. No waiver of any breach, term, condition or remedy of this Agreement by any Party shall constitute a subsequent waiver of the same or any other breach, term, condition or remedy. All remedies, either under this agreement, by law, or otherwise afforded the Parties shall be cumulative and not alternative.
12. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.
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13. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations between the Parties with respect to the subject matter hereof.
14. Further Assurances. From and after the date of this Agreement, upon the request of the Buyer or the Seller, the Buyer and the Seller shall execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.
15. Term, Survival. This Agreement is effective from the Effective Date hereof and shall remain in effect until all the rights and obligations of the Parties hereto have been fully performed.
16. Assignment. Neither Party may assign this Agreement or its rights or duties hereunder without the other Party’s prior written consent. Notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties, their respective heirs, legal representatives, successors, and assigns.
17. Confidentiality. Except for disclosure to the Parties’ legal counsel, accountants, or financial advisers, the Parties shall not disclose the terms of this Agreement to any person who is not a Party to this Agreement unless disclosure is required by law, authorized by this Agreement, or consented to by both Parties in writing and signed by each Party.
18. Attorneys' Fees. In the event a Party is required to retain the services of an attorney to enforce or interpret any of the provisions of this Agreement, the prevailing Party shall be entitled to recover his attorneys' fees, expenses and costs of suit actually incurred.
19. Waiver. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted by a Party must be in writing to be effective and shall apply solely to the specific instance expressly stated.
20. Confidential. This Agreement and its terms shall remain confidential and private between the Parties and shall not be disclosed except to comply with any applicable law and/or court order that requires disclosure of this Agreement and/or its terms.
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IN WITNESS WHEREOF, each of the Parties hereto have executed this Agreement as of the date first written above.
BUYER
Astra Energy, Inc.
| /s/ Kermit Harris |
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| By: Kermit Harris, President and Director |
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| Executed on January 16, 2023 |
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SELLER
Douglas Hampton
| /s/ Douglas Hampton |
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| By: Douglas Hampton |
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| Executed on January 16, 2023 |
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EXHIBIT 10.27
EXHIBIT 10.28
EXHIBIT 10.29