WETH 8-K
Wetouch Technology Inc. (WETH)
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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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
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 1.01 | Entry into a Material Definitive Agreement. |
As of October 27, 2021, Wetouch Technology Inc., a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Talos Victory Fund, LLC (the “Lender”). The transactions contemplated by the Securities Purchase Agreement pursuant to which the Company issued to the Lender a convertible promissory note in the principal amount of $250,000 (the “Note”) and a three-year warrant (the “Warrant”) to purchase an aggregate of 200,000 shares of the Company’s common stock (the “Warrant Shares”) and agreed to register the shares of common stock underlying the Note and the Warrant Shares (the “Common Stock”) were previously disclosed on Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2021.
On April 27, 2022, the Company entered into an amendment to the Note (“Amendment to Promissory Note”) issued to the Lender and, on May 3, 2022, an amendment to the Registration Rights Agreement by and between the Company and the Lender dated as of October 27, 2021 (“Amendment to Registration Rights Agreement”), extending the number of days the Company shall have in order to cause the registration statement covering the resale of the Common Stock to become effective. For each 30-day extension, the Company agreed to repay the Lender $25,000 of the principal amount of the Note, without prepayment penalty. As of the date hereof, the Company has repaid $25,000 to the Lender.
The foregoing description of the Amendment to Promissory Note and Amendment to Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment to Promissory Note and the Amendment to Registration Rights Agreement, copies of which are attached hereto as Exhibit 4.1 and Exhibit 10.1 and are incorporated herein by reference.
Section 2 – Financial Information
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 above is incorporated by reference in this Item 2.03.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is included in this Current Report:
| Exhibit No. | Description | |
| 4.1 | Amendment to Promissory Note. | |
| 10.1 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| WETOUCH TECHNOLOGY INC. | ||
| Date: May 3, 2022 | By: | /s/ Zongyi Lian |
| Name: | Zongyi Lian | |
| Title: | President and Chief Executive Officer (Principal Executive Officer) | |
Exhibit 4.1
AMENDMENT TO PROMISSORY NOTE
Issued October 27, 2021
THIS AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is made as of April 27, 2022 (the “Effective Date”), by and between Talos Victory Fund, LLC, a Delaware limited liability company (the “Holder”) and Wetouch Technology Inc. a Nevada corporation (the “Company,” with the Holder, each individually referred to herein as a “Party” and together as the “Parties”).
WHEREAS, the Parties entered into a Securities Purchase Agreement dated as of October 27, 2021, pursuant to which the Company issued to the Holder a convertible promissory note in the principal amount of $250,000 (the “Note”);
WHEREAS, the Parties have agreed to extend the number of days the Company shall have in order to cause the Registration Statement to become effective pursuant to Section 3.19 of the Note, in consideration for repayment by the Company to the Holder of $25,000 in Principal Amount of the Note (“Extension Repayment”) for each 30 day extension. For such Extension Repayment, the Parties agree that Section 1.9 of Note shall not apply;
WHEREAS, as of the Effective Date, the Company has made $25,000 in Extension Repayment to the Holder; and
WHEREAS, Holder and the Company desire to amend the Note as set forth herein.
NOW, THEREFORE, for other good and valuable consideration, the parties hereto hereby agree as follows:
1. All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Note.
2. Section 3.19 of the Note is hereby deleted in its entirety and the following provision shall be inserted in place thereof:
“3.19 Registration Statement Failures. The Borrower fails to (i) file a registration statement covering the Holder’s resale at prevailing market prices (and not fixed prices) of all of the Common Stock (the “Registration Statement”) underlying the Note and Warrant within sixty (60) calendar days following the Issue Date, (ii) cause the Registration Statement to become effective within one hundred fifty (150) calendar days following the Issue Date, subject to any Extension as defined herein, (iii) cause the Registration Statement to remain effective until the Note is extinguished in its entirety and the Warrant is exercised in the entirety, (iv) comply with the provisions of the Registration Rights Agreement in all material respects, or (v) immediately amend the Registration Statement or file a new Registration Statement (and cause such Registration Statement to become effective as provided in the Registration Rights Agreement) if there are no longer sufficient shares registered under the initial Registration Statement for the Holder’s resale at prevailing market prices (and not fixed prices) of all of the Common Stock underlying the Note and Warrant. Notwithstanding anything to the contrary herein, the Company shall have the right to extend the one hundred fifty (150) calendar days indicated in Section 3.19(ii) above with notice and repayment on or before the 25th of each month to the Holder of $25,000 in Principal Amount of the Note (“Extension Repayment”) for each 30 day extension (“Extension”), up to the Maturity Date (with the understanding that the extension period of the last possible Extension hereunder shall end on the Maturity Date). Each Extension Repayment shall be applied as prepayment of the Principle Amount first and accrued interest second, and Section 1.9 of Note shall not apply to any Extension Repayment.”
3. Except as specifically amended hereby, the Note shall remain in full force and effect and all other terms of the Note shall remain unchanged. To the extent any provision of the Note is inconsistent with this Amendment, this Amendment shall control.
(Signature Page to Follow)
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
| COMPANY: | ||
| Wetouch Technology Inc. | ||
| /s/ Zongyi Lian | ||
| Name: | Zongyi Lian | |
| Title: | Chief Executive Officer | |
| Agreed to and accepted by | ||
| HOLDER: Talos Victory Fund, LLC | ||
| /s/ Thomas Silverman | ||
| Name: | Thomas Silverman | |
| Title: | Member | |
| 3 |
Exhibit 10.1
AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Dated as of October 27, 2021
THIS AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT (the “Amendment”) is made as of May 3, 2022 (the “Effective Date”), by and between Talos Victory Fund, LLC, a Delaware limited liability company (the “Investor”), and Wetouch Technology Inc. a Nevada corporation (the “Company,” with the Investor, each individually referred to herein as a “Party” and together as the “Parties”).
WHEREAS, the Parties entered into a Registration Rights Agreement dated as of October 27, 2021 (the “Registration Rights Agreement”);
WHEREAS, the Parties have agreed to extend the number of days the Company shall have in order to cause the Registration Statement to become effective pursuant to Section 2.a. of the Registration Rights Agreement; and
WHEREAS, the Investor and the Company desire to amend the Registration Rights Agreement as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the parties hereto hereby agree as follows:
1. All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Registration Rights Agreement.
2. Section 2.a. of the Registration Rights Agreement is hereby deleted in its entirety and the following provision shall be inserted in place thereof:
“Mandatory Registration. The Company shall, within sixty (60) calendar days from the date of this Agreement, file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor, including but not limited to under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), subject to the aggregate number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation. The Investor and its counsel shall have a reasonable opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments. The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall have the Registration Statement and any amendment declared effective by the SEC at the earliest possible date (in any event within one hundred fifty (150) calendar days from the date hereof), provided, however, the Company shall have the right to extend such one hundred fifty (150) calendar days indicated herein with notice and repayment of the Extension Repayment (as defined in the Note and any amendments thereof) for each Extension (as defined in the Note and any amendment thereof). The Company shall keep the Registration Statement effective, including but not limited to pursuant to Rule 415 promulgated under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all times until the date on which the Investor shall have sold all the Registrable Securities covered thereby (the “Registration Period”). The Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.
3. Except as specifically amended hereby, the Registration Rights Agreement shall remain in full force and effect and all other terms of the Registration Rights Agreement shall remain unchanged. To the extent any provision of the Registration Rights Agreement is inconsistent with this Amendment, this Amendment shall control.
(Signature Page to Follow)
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
| COMPANY: | ||
| Wetouch Technology Inc. | ||
| /s/Zongyi Lian | ||
| Name: | Zongyi Lian | |
| Title: | Chief Executive Officer | |
| Agreed to and accepted by | ||
| INVESTOR: Talos Victory Fund, LLC | ||
| /s/Thomas Silverman | ||
| Name: | Thomas Silverman | |
| Title: | Member | |
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