UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest): July 6, 2021

 

Commission File Number: 000-55986

 

 BOTS, INC.

 (Exact name of registrant as specified in charter)

  

Puerto Rico

 

27-4439285

(State or other jurisdiction of incorporation)

 

(IRS Employer Identification No.)

 

 

 

1064 Ave Ponce De Leon, Suite 200,

San Juan, PR

 

00907

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number (570) 778-6459

 

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))

  

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

 

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

 

Emerging growth company. ☐

 

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

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On July 6, 2021, the Company entered into a settlement agreement with Everything Blockchain, Inc. Under the settlement agreement the Company agreed to return 250,000 shares of Everything Blockchain Series B Preferred stock to Everything Blockchain in exchange for the assignment of the $1,400,000 promissory note owed by First Bitcoin Capital Corp to Everything Blockchain, along with the $110,000 interest owed on the promissory note. In addition, the Company received 20,726,120 BIT tokens held by Everything Blockchain. This transaction was a related party transaction and was conducted at arm’s length.

 

Simultaneously with the above transaction, the Company exchanged 125,000 shares of Series B Preferred stock for 50,000,000 shares of BOTS common stock owned by Epic Industry. In addition, the Company exchanged 125,000 shares of Series B Preferred stock for 50,000,000 shares of common stock owned by Paul Rosenberg.

 

In addition to the Company entered into a settlement agreement with APO Holdings, LLC where the Company issued 15,000,000 shares of common stock in exchange for the settlement of its outstanding debt owed to APO Holdings, LLC in the amount of $58,706.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) The following exhibit is being filed herewith:

 

Exhibit No.

 

Exhibit Description

10.1

 

Settlement Agreement Note Receivable and Mutual Release between BOTS Inc. and Everything Blockchain, Inc.

10.2

 

Share Exchange Agreement and Mutual Release between BOTS Inc. and Epic Industry Corp.

10.3

 

Share Exchange Agreement and Mutual Release between BOTS Inc. and Paul Rosenberg.

10.4

 

Settlement Agreement and Mutual Release between APO Holdings. Inc and NYAcres, Inc, a wholly-owned subsidiary of BOTS, Inc.

 

 

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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.

 

 

BOTS, INC.

 

 

 

 

Date: July 14, 2021

By:

/s/ Paul Rosenberg

 

 

Paul Rosenberg

 

 

 

Chief Executive Officer

 

 

 

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EXHIBIT 10.1

 

SETTLEMENT AGREEMENT NOTE RECEIVABLE AND MUTUAL RELEASE

 

This Settlement Agreement Note Receivable and Mutual Release (this “Agreement”) is entered into this 6th day of July, 2021, by Everything Blockchain, Inc., (“EBI”), a Delaware corporation, and BOTS, Inc., (“BOTS”) a Puerto Rico company; collectively referred to as the “Parties” and singularly as a “Party”.

 

WHEREAS, BOTS owns 500,000 shares of Series B Preferred of EBI; and,

 

WHEREAS, the outstanding balance owed to EBI under a convertible promissory note by First Bitcoin Capital Corp, a foreign corporation who is majority owner of BOTS, of $1,400,000 was due in April 2021 along with approximately $110,000 in accrued interest; and,

 

WHEREAS, EBI retains 20,726,120 BIT tokens it received from First Bitcoin Capital Corp.

 

NOW, THEREFORE, in consideration of the mutual agreements, promises and covenants set forth in this Agreement, each of the Parties stipulate and agree to settle their differences as follows:

 

1. The Parties expressly incorporate the Recitals of this Agreement herein as a part hereof.

 

2. EBI shall accept payment of the $1,400,000 plus all interest and accrued expenses, and transfer 20,726,120 BIT tokens in exchange for BOTS returning 250,000 shares of Series B Preferred stock to the treasury of EBI.

 

3. EBI shall assign the note and all accrued interest under the convertible promissory note with First Bitcoin Capital Corp to BOTS.

 

4. For valuable consideration, the receipt and sufficiency of which is expressly acknowledged, EBI hereby releases and forever discharges BOTS and First Bitcoin Capital Corp from all claims, obligations, actions, demands, rights, costs, expenses, compensation or causes of action of any nature whatsoever, whether based on a tort, contract, statutory or any other theory of recovery, and whether for compensatory, punitive, statutory or other forms of damage or relief, whether legal or equitable, arising from the return of shares and the debt owed to EBI.

 

5. For valuable consideration, the receipt and sufficiency of which is expressly acknowledged, BOTS hereby releases and forever discharges EBI from all claims, obligations, actions, demands, rights, costs, expenses, compensation or causes of action of any nature whatsoever, whether based on a tort, contract, statutory or any other theory of recovery, and whether for compensatory, punitive, statutory or other forms of damage or relief, whether legal or equitable, arising from the return of shares and the debt owed to EBI.

 

6. Each of the Parties declares and represents that no promise, inducement or agreement which is not specifically provided in this Agreement has been made by any Party to this Agreement; that this Agreement contains the entire agreement among the Parties; and that the terms of this Agreement cannot be modified except in writing signed by the Party against whom enforcement of such modification is sought.

 

 

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7. Each of the Parties agrees not to disclose to or discuss with any person (except as permitted in the next paragraph) the substance of this Agreement or matters relating to any act or omission of any Party in connection with any other Party.

 

8. Each of the Parties agrees that each will not knowingly, directly or indirectly, in any individual or representative capacity whatsoever, make any statement, oral or written, or perform any act or omission which is or could be detrimental in any material respect to the reputation or goodwill of any Party or any other person or entity released herein, except as may be required by law, court order, government agency request or subpoena, or to defend itself in connection with a legal proceeding. Each of the Parties further agrees that each will not voluntarily participate in, or aid or encourage any other Party in connection with, any lawsuit or proceeding of any kind brought or asserted by any person or entity against a Party or any other person or entity released herein.

 

9. This Agreement shall be construed, interpreted and applied in accordance with the substantive laws of the State of Florida, without reference to its choice of law rules.

 

10. Any dispute between the Parties pertaining to this Agreement shall be resolved through binding arbitration conducted by the American Arbitration Association under the employment rules then in effect. The parties agree that any arbitration proceeding shall be conducted in Henderson, Nevada and consent to exclusive jurisdiction and venue there. The award of the arbitrator(s) shall be final and binding, and the parties waive any right to appeal the arbitral award, to the extent that a right to appeal may be lawfully waived. Each party retains the right to seek judicial assistance (a) to compel arbitration, (b) to obtain injunctive relief and interim measures of protection pending arbitration, and (c) to enforce any decision of the arbitrator(s), including but not limited to the final award.

 

11. This Agreement may be executed by facsimile and in one or more counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

 

EVERYTHING BLOCKCHAIN, INC.
   

/s/ Eric Jaffe                                                        7/6/2021

By: Eric Jaffe, Chief Executive Officer

 
   

BOTS, INC.

 

 

 

/s/ Paul Rosenberg                                           7/12/2021

 

By: Paul Rosenberg, Chief Executive Officer

 

 

 

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EXHIBIT 10.2

 

SHARE EXCHANGE AGREEMENT AND MUTUAL RELEASE

 

This Share Exchange and Mutual Release (this “Agreement”) is entered into this 6th day of July, 2021, by Epic Industry Corp, (“EPIC”), a Florida corporation, and BOTS, Inc., (“BOTS”) a Puerto Rico company; collectively referred to as the “Parties” and singularly as a “Party”.

 

WHEREAS, BOTS owns 500,000 shares of Series B Preferred of Everything Blockchain, Inc., and 200,381 shares of common stock of Everything Blockchain, Inc.,; and,

 

WHEREAS, EPIC owns 50,000,000 shares of BOTS common stock; and,

 

WHEREAS, EPIC desires to exchange 50,000,000 shares of BOTS common stock to BOTS in exchange for 125,000 Series A Preferred stock and 100,000 shares of common stock of Everything Blockchain, Inc., owned by BOTS; and,

 

WHEREAS, BOTS desires to exchange 125,000 Series A Preferred stock and 100,000 shares of common stock of Everything Blockchain, Inc., to EPIC in exchange for 50,000,000 shares of common stock of BOTS owned by EPIC.

 

NOW, THEREFORE, in consideration of the mutual agreements, promises and covenants set forth in this Agreement, each of the Parties stipulate and agree to exchange shares and settle their differences as follows:

 

1. The Parties expressly incorporate the Recitals of this Agreement herein as a part hereof.

 

2. EPIC shall transfer 50,000,000 shares of common stock it owns of BOTS to BOTS.

 

3. BOTS shall transfer 125,000 shares of Series A Preferred stock and 100,000 shares of common stock it owns of Everything Blockchain, Inc to EPIC.

 

4. For valuable consideration, the receipt and sufficiency of which is expressly acknowledged, EPIC hereby releases and forever discharges BOTS from all claims, obligations, actions, demands, rights, costs, expenses, compensation or causes of action of any nature whatsoever, whether based on a tort, contract, statutory or any other theory of recovery, and whether for compensatory, punitive, statutory or other forms of damage or relief, whether legal or equitable, arising from the exchange of shares between EPIC and BOTS.

 

5. For valuable consideration, the receipt and sufficiency of which is expressly acknowledged, BOTS hereby releases and forever discharges EPIC from all claims, obligations, actions, demands, rights, costs, expenses, compensation or causes of action of any nature whatsoever, whether based on a tort, contract, statutory or any other theory of recovery, and whether for compensatory, punitive, statutory or other forms of damage or relief, whether legal or equitable, arising from the exchange of share between EPIC and BOTS.

 

6. Each of the Parties declares and represents that no promise, inducement or agreement which is not specifically provided in this Agreement has been made by any Party to this Agreement; that this Agreement contains the entire agreement among the Parties; and that the terms of this Agreement cannot be modified except in writing signed by the Party against whom enforcement of such modification is sought.

 

 

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7. Each of the Parties agrees not to disclose to or discuss with any person (except as permitted in the next paragraph) the substance of this Agreement or matters relating to any act or omission of any Party in connection with any other Party.

 

8. Each of the Parties agrees that each will not knowingly, directly or indirectly, in any individual or representative capacity whatsoever, make any statement, oral or written, or perform any act or omission which is or could be detrimental in any material respect to the reputation or goodwill of any Party or any other person or entity released herein, except as may be required by law, court order, government agency request or subpoena, or to defend itself in connection with a legal proceeding. Each of the Parties further agrees that each will not voluntarily participate in, or aid or encourage any other Party in connection with, any lawsuit or proceeding of any kind brought or asserted by any person or entity against a Party or any other person or entity released herein.

 

9. This Agreement shall be construed, interpreted and applied in accordance with the substantive laws of the State of Florida, without reference to its choice of law rules.

 

10. Any dispute between the Parties pertaining to this Agreement shall be resolved through binding arbitration conducted by the American Arbitration Association under the employment rules then in effect. The parties agree that any arbitration proceeding shall be conducted in Henderson, Nevada and consent to exclusive jurisdiction and venue there. The award of the arbitrator(s) shall be final and binding, and the parties waive any right to appeal the arbitral award, to the extent that a right to appeal may be lawfully waived. Each party retains the right to seek judicial assistance (a) to compel arbitration, (b) to obtain injunctive relief and interim measures of protection pending arbitration, and (c) to enforce any decision of the arbitrator(s), including but not limited to the final award.

 

11. This Agreement may be executed by facsimile and in one or more counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

 

EPIC INDUSTRY CORP

   
/s/ Michael W Hawkins
By: Michael W Hawkins, Chief Executive Officer  
   

BOTS, INC.

 

 

 

/s/ Paul Rosenberg

 

By: Paul Rosenberg, Chief Executive Officer

 

 

 

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EXHIBIT 10.3

 

SHARE EXCHANGE AGREEMENT AND MUTUAL RELEASE

 

This Share Exchange and Mutual Release (this “Agreement”) is entered into this 6th day of July, 2021, by Paul Rosenberg, (“PAUL”), a Florida resident, and BOTS, Inc., (“BOTS”) a Puerto Rico company; collectively referred to as the “Parties” and singularly as a “Party”.

 

WHEREAS, BOTS owns 500,000 shares of Series B Preferred of Everything Blockchain, Inc., and 200,381 shares of common stock of Everything Blockchain, Inc.; and,

 

WHEREAS, PAUL owns 50,000,000 shares of BOTS common stock; and,

 

WHEREAS, PAUL desires to exchange 50,000,000 shares of BOTS common stock to BOTS in exchange for 125,000 Series A Preferred stock and 100,000 shares of common stock of Everything Blockchain, Inc., owned by BOTS; and,

 

WHEREAS, BOTS desires to exchange 125,000 Series A Preferred stock and 100,000 shares of common stock of Everything Blockchain, Inc., to PAUL in exchange for 50,000,000 shares of common stock of BOTS owned by PAUL.

 

NOW, THEREFORE, in consideration of the mutual agreements, promises and covenants set forth in this Agreement, each of the Parties stipulate and agree to exchange shares and settle their differences as follows:

 

1. The Parties expressly incorporate the Recitals of this Agreement herein as a part hereof.

 

2. PAUL shall transfer 50,000,000 shares of common stock it owns of BOTS to BOTS.

 

3. BOTS shall transfer 125,000 shares of Series A Preferred stock and 100,000 shares of common stock it owns of Everything Blockchain, Inc to PAUL.

 

4. For valuable consideration, the receipt and sufficiency of which is expressly acknowledged, PAUL hereby releases and forever discharges BOTS from all claims, obligations, actions, demands, rights, costs, expenses, compensation or causes of action of any nature whatsoever, whether based on a tort, contract, statutory or any other theory of recovery, and whether for compensatory, punitive, statutory or other forms of damage or relief, whether legal or equitable, arising from the exchange of shares between PAUL and BOTS.

 

5. For valuable consideration, the receipt and sufficiency of which is expressly acknowledged, BOTS hereby releases and forever discharges PAUL from all claims, obligations, actions, demands, rights, costs, expenses, compensation or causes of action of any nature whatsoever, whether based on a tort, contract, statutory or any other theory of recovery, and whether for compensatory, punitive, statutory or other forms of damage or relief, whether legal or equitable, arising from the exchange of share between PAUL and BOTS.

 

6. Each of the Parties declares and represents that no promise, inducement or agreement which is not specifically provided in this Agreement has been made by any Party to this Agreement; that this Agreement contains the entire agreement among the Parties; and that the terms of this Agreement cannot be modified except in writing signed by the Party against whom enforcement of such modification is sought.

 

 

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7. Each of the Parties agrees not to disclose to or discuss with any person (except as permitted in the next paragraph) the substance of this Agreement or matters relating to any act or omission of any Party in connection with any other Party.

 

8. Each of the Parties agrees that each will not knowingly, directly or indirectly, in any individual or representative capacity whatsoever, make any statement, oral or written, or perform any act or omission which is or could be detrimental in any material respect to the reputation or goodwill of any Party or any other person or entity released herein, except as may be required by law, court order, government agency request or subpoena, or to defend itself in connection with a legal proceeding. Each of the Parties further agrees that each will not voluntarily participate in, or aid or encourage any other Party in connection with, any lawsuit or proceeding of any kind brought or asserted by any person or entity against a Party or any other person or entity released herein.

 

9. This Agreement shall be construed, interpreted and applied in accordance with the substantive laws of the State of Florida, without reference to its choice of law rules.

 

10. Any dispute between the Parties pertaining to this Agreement shall be resolved through binding arbitration conducted by the American Arbitration Association under the employment rules then in effect. The parties agree that any arbitration proceeding shall be conducted in Henderson, Nevada and consent to exclusive jurisdiction and venue there. The award of the arbitrator(s) shall be final and binding, and the parties waive any right to appeal the arbitral award, to the extent that a right to appeal may be lawfully waived. Each party retains the right to seek judicial assistance (a) to compel arbitration, (b) to obtain injunctive relief and interim measures of protection pending arbitration, and (c) to enforce any decision of the arbitrator(s), including but not limited to the final award.

 

11. This Agreement may be executed by facsimile and in one or more counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

 

PAUL ROSENBERG

   
/s/ Paul Rosenberg

By: Paul Rosenberg

 
   

BOTS, INC.

 

 

 

/s/ Paul Rosenberg  

By: Paul Rosenberg, Chief Executive Officer

 

 

 

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EXHIBIT 10.4

 

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

 

This Settlement Agreement and Mutual Release (this “Agreement”) is entered into this 20th day of July, 2020, by APO Holdings, LLC, (“Lender” or “APO Holdings”), a Nevada company; and NYAcres, Inc., a New York corporation (a wholly-owned subsidiary of MCIG, INC.) (“Borrower” or “NYAcres”), with Lender and Borrower collectively referred to as the “Parties”.

 

WHEREAS, Lender loaned NYAcres a total of $58,706, starting January 2018; and,

 

WHEREAS, NYAcres has defaulted and the Lender seeks to collect $58,706 from NYAcres in settlement of this debt; and,

 

WHEREAS, MCIG agrees to issue 15,000,000 shares of its common stock to the Lender as payment of the $58,706; and,

 

WHEREAS, the Lender is a related party of MCIG, and this settlement agreement is a related party transaction, each of the Parties agree that this settlement is fair and that the settlement favors MCIG, and as such, desires to amicably settle, compromise and resolve all controversies and claims between themselves to avoid the burden and expense of arbitration or litigation.

 

NOW, THEREFORE, in consideration of the mutual agreements, promises and covenants set forth in this Agreement, each of the Parties stipulate and agree to settle their differences as follows:

 

1. The Parties expressly incorporate the Recitals of this Agreement herein as a part hereof.

 

2. MCIG shall issue 15,000,000 shares of its common stock effective the day of the execution of this Settlement Agreement.

 

4. For valuable consideration, the receipt and sufficiency of which is expressly acknowledged, Lender hereby releases and forever discharges the Borrower, from all claims, obligations, actions, demands, rights, costs, expenses, compensation or causes of action of any nature whatsoever, whether based on a tort, contract, statutory or any other theory of recovery, and whether for compensatory, punitive, statutory or other forms of damage or relief, whether legal or equitable, arising from this settlement.

 

5. For valuable consideration, the receipt and sufficiency of which is expressly acknowledged, MCIG releases and forever discharges Lender from all claims, obligations, actions, demands, rights, costs, expenses, compensation or causes of action of any nature whatsoever, whether based on a tort, contract, statutory or any other theory of recovery, and whether for compensatory, punitive, statutory or other forms of damage or relief.

 

6. Each of the Parties declares and represents that no promise, inducement or agreement which is not specifically provided in this Agreement has been made by any Party to this Agreement; that this Agreement contains the entire agreement among the Parties; and that the terms of this Agreement cannot be modified except in writing signed by the Party against whom enforcement of such modification is sought.

 

 

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7. Each of the Parties agrees not to disclose to or discuss with any person (except as permitted in the next paragraph) the substance of this Agreement or matters relating to any act or omission of any Party in connection with any other Party.

 

8. Each of the Parties agrees that each will not knowingly, directly or indirectly, in any individual or representative capacity whatsoever, make any statement, oral or written, or perform any act or omission which is or could be detrimental in any material respect to the reputation or goodwill of any Party or any other person or entity released herein, except as may be required by law, court order, government agency request or subpoena, or to defend itself in connection with a legal proceeding. Each of the Parties further agrees that each will not voluntarily participate in, or aid or encourage any other Party in connection with, any lawsuit or proceeding of any kind brought or asserted by any person or entity against a Party or any other person or entity released herein.

 

9. This Agreement shall be construed, interpreted and applied in accordance with the substantive laws of the State of Nevada, without reference to its choice of law rules.

 

10. Any dispute between the Parties pertaining to this Agreement shall be resolved through binding arbitration conducted by the American Arbitration Association under the employment rules then in effect. The parties agree that any arbitration proceeding shall be conducted in Melbourne, Florida and consent to exclusive jurisdiction and venue there. The award of the arbitrator(s) shall be final and binding, and the parties waive any right to appeal the arbitral award, to the extent that a right to appeal may be lawfully waived. Each party retains the right to seek judicial assistance (a) to compel arbitration, (b) to obtain injunctive relief and interim measures of protection pending arbitration, and (c) to enforce any decision of the arbitrator(s), including but not limited to the final award.

 

11. This Agreement may be executed by facsimile and in one or more counterparts, all of which taken together shall constitute one and the same instrument.

 

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

 

LENDER

 

 

/s/ Michael Pollastro

 

APO Holdings, LLC

 

Michael Pollastro

 

 

 

Date: July 20, 2020

 

   

BORROWER

 

 

 

/s/ Paul Rosenberg
NYAcres, Inc.  
Paul Rosenberg  

 

 

Date: July 20, 2020

 

 

 

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