Item
1.01 Entry Into A Material Agreement.
On
April 20, 2020, Omnia Wellness Inc. (formerly Glolex Inc.; the “Company”) entered into a Share Exchange and Reorganization
Agreement (the “Exchange Agreement”), dated as of April 17, 2020, with Bed Therapies Inc., a Texas corporation
(“BTI”), and the beneficial stockholders of BTI, to acquire 100% of the issued and outstanding shares of capital stock
of BTI.
Pursuant
to the terms of the Exchange Agreement, among other things, all outstanding shares of common stock of BTI, no par value,
will be exchanged for shares of the Company’s common stock, par value $0.001 per share, based on an exchange ratio
of one share of the Company’s common stock for every one share of BTI common stock (the “Acquisition”).
Upon the closing of the Acquisition, BTI will become a wholly-owned subsidiary of the Company. Additionally, the Company agrees
to assume each of BTI’s outstanding options, warrants and other convertible securities.
The
Exchange Agreement provides that, immediately following the closing, the board of directors of the Company will be designated
by BTI.
At
the closing, Amer Samad, the Company’s sole officer and director, will be required to deliver for cancellation 52,656,888
shares of Company common stock owned beneficially and of record by him.
The
completion of the Acquisition is subject to various customary conditions, including, among other things, the preparation of audited
financial statements of the Company and BTI under applicable law.
The
Exchange Agreement contains customary representations and warranties.
The
Exchange Agreement has been provided pursuant to applicable rules and regulations of the SEC in order to provide investors and
stockholders with information regarding its terms. However, it is not intended to provide any other factual information about
the Company, BTI, their respective subsidiaries and affiliates or any other party. In particular, the representations, warranties
and covenants contained in the Exchange Agreement have been made only for the purpose of the Exchange Agreement and, as such,
are intended solely for the benefit of the parties to the Exchange Agreement. In many cases, the representations, warranties and
covenants are subject to limitations agreed upon by the parties and are qualified by certain disclosures exchanged by the parties
in connection with the execution of the Exchange Agreement. Furthermore, many of the representations and warranties in the Exchange
Agreement are the result of a negotiated allocation of contractual risk among the parties and, taken in isolation, do not necessarily
reflect facts about the Company, BTI, their respective subsidiaries and affiliates or any other party. Likewise, any reference
to materiality contained in the representations and warranties may not correspond to concepts of materiality applicable to investors
or stockholders. Finally, information concerning the subject matter of the representations and warranties may change after the
date of the Exchange Agreement and these changes may not be fully reflected in the Company’s public disclosures.
As
a result of the foregoing, investors are encouraged not to rely on the representations, warranties and covenants contained in
the Exchange Agreement, or on any descriptions thereof, as accurate characterizations of the state of facts or condition of the
company or any other party. Investors and stockholders are likewise cautioned that they are not third-party beneficiaries under
the Exchange Agreement and do not have any direct rights or remedies pursuant to the Exchange Agreement.
The
foregoing description of the Exchange Amendment is not complete and is subject to, and qualified in its entirety by, the full
text of the Exchange Agreement, which is attached to this Current Report on Form 8-K as Exhibit 2.1, the terms of which are incorporated
herein by reference.
