Current Report Filing (8-k)
February 10 2022 - 3:12PM
Edgar (US Regulatory)
0001579010
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0001579010
2022-02-04
2022-02-04
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 event reported): February 4, 2022
LIFE ON EARTH, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other
jurisdiction of incorporation)
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000-55464
(Commission
File Number)
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46-2552550
(I.R.S. Employer
Identification No.)
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1345 6th Ave., 2nd
Floor
New York, NY
(Address of principal executive offices)
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10105
(Zip Code)
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Registrant’s telephone number, including area code: (646) 844-9897
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):
☐ 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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None
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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.
Section 1 - Registrant’s Business and
Operations
Item 1.01 Entry into a Material Definitive
Agreement
Effective February 4, 2022, we entered into an
arrangement with our officers and directors Fernando Oswaldo Leonzo, Robert Gunther, Mahmood Khan, and John Romagosa (collectively, the
“Directors”) under which the Directors waived and released a total $2,061,676 in liabilities owing to them for accrued but
unpaid compensation and reimbursable expenses. As part of the arrangement, the Directors subscribed, to both the Company’s Series
C and Common shares, which have a par value of $0.001 per share, for a total of 12,503,177 shares of our common stock and a total of 1,528,166
shares of our Series C Preferred Stock. The accrued liabilities released by each Director, and the shares subscribed for at par value
by each Director, are as follows:
Name
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Accrued Liability Released
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Common Stock
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Series C Preferred Stock
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Fernando Leonzo
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$494,193
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3,019,602
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369,062
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Robert Gunther
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$418,000
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2,678,672
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327,393
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Mahmood Khan
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$698,983
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3,989,624
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487,621
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John Romagosa
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$450,500
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2,815,279
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344,090
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Totals
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$2,061,676.00
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12,503,177
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1,528,166
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Section 3 – Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities
As discussed in Item 1.01, above, we issued a total
of 12,503,177 restricted shares of our common stock and a total of 1,528,166 shares of our Series C Preferred Stock in exchange for the
par value thereof of $0.001 per share on February 4, 2022. The issuance and sale of these shares was exempt under Section 4(a)(2) of the
Securities Act, as it consisted of a private transaction and did not involve a public offering of securities.
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.
Date: February 10, 2022
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LIFE ON EARTH, INC.
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By:
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/s/ Mahmood Khan
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Name:
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Mahmood Khan
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Title:
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Chief Executive Officer
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