ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On December 30, 2019, Sunstock, Inc. (the “Company”) authorized a subscription agreement for 400,000,000 preferred shares to Jason Chang, the Company’s CEO, for $200,000 cash. The shares have not been issued as of the date of this filing.

On December 30, 2019, the Company authorized a subscription agreement for 200,000,000 preferred shares and 100,000,000 common stock warrants to Innovative Digital Investors, Inc. for $150,000 cash. The shares have not been issued as of the date of this filing.

On December 30, 2019, the Company authorized a subscription agreement for 400,000,000 preferred shares and no common stock warrants to BFAM Partners, LLC for $200,000 cash. The shares have not been issued as of the date of this filing.

On January 15, 2020, the Company reached a settlement agreement and mutual general release (the “Agreement”) with two note holders, Auctus Fund, LLC (“Auctus”) and EMA Financial, LLC (“EMA”). The Company owed Auctus $165,569 in note principal, $286,482 in loan default penalties, and $233,086 in accrued interest as of January 15, 2020. The Company owed EMA $141,970 in note principal, $190,914 in loan default penalties, and $122,140 in accrued interest as of January 15, 2020. The Agreement called for the payment of $425,000 by January 31, 2020 by the Company jointly to Auctus and EMA (through Giordano and Company) and, upon such payment, that Auctus and EMA would release the Company of all claims and that the Company would release Auctus and EMA of all claims.

On January 28, 2020, the Company reached a settlement and release agreement (the “Agreement”) with a note holder, Crown Bridge Partners, LLC (“Crown”). The Company owed Crown $65,000 in note principal, $32,500 in loan default penalty, and $17,636 in accrued interest as of January 28, 2020. The Agreement called for the payment of $90,000 by January 31, 2020 by the Company to Crown and, upon such payment, that Crown would release the Company of all claims and that the Company would release Crown of all claims.

On January 31, 2020, $425,000 was wired to Giordano and Company and $90,000 was wired to Crown.

Boustead Securities (“Boustead”) helped facilitate securing the funding. As such, the Company is to pay Boustead $66,000 in fees and the Company issued to Boustead a preferred stock purchase warrant for 100,000,000 shares. Boustead may exercise the warrants at any time from three months after December 30, 2019 until January 31, 2025 at a purchase price of $0.0005 per share, although Boustead may not own more than 9.99% of total outstanding preferred shares after any conversion. Boustead may exercise the warrant in a cashless exercise. Boustead may also, at its sole discretion, convert preferred shares to common shares based on a Conversion Rate in the Certificate of Designation for the Series A Preferred Stock. The Company also issued to Boustead a common stock purchase warrant for 10,000,000 shares. Boustead may exercise the warrants at any time from three months after December 30, 2019 until January 31, 2025 at a purchase price of $0.0003 per share, although Boustead may not own more than 9.99% of total outstanding common shares after any exercise. Boustead may exercise the warrant in a cashless exercise.