UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On August 17, 2022, Astra Energy Inc. (the “Company”) entered into a common stock purchase agreement (the “Agreement”) with Alpha Ventures Inc. (the “Seller”).
The Seller is a shareholder of Regreen Technologies, Inc., (“Regreen”), a California corporation in the business of converting solid waste material into a marketable bio-product with its patented series of equipment and processes. Regreen is the owner of all the patents for the equipment and the processes.
The Seller owns 8,500,000 shares of common stock of Regreen (the “Regreen Shares”), which represents 8.7% of the issued and outstanding shares of common stock of Regreen.
The Company has agreed to purchase from the Seller and the Seller has agreed to sell to the Company all of the Regreen Shares for a purchase price of $400,000 cash and 1,300,000 shares of the Company’s common stock (“the Astra Shares”). The cash and share consideration, which will be paid into escrow, will be subject to a milestone and payment schedule.
The closing date for the Agreement is August 31, 2022 (“Closing Date”). On the Closing Date, the Company will own 74,730,268 shares of Regreen or 76.9% of the issued and outstanding.
Milestones and Payment Schedule
On the Closing Date, the Company has agreed to pay the Astra Shares into escrow. On the Closing Date, 1,000,000 Astra Shares will be released to the Seller and 300,000 Astra Shares will be held in escrow pursuant to the completion of the installation and full operation of a Regreen System at Advanced Waste Disposal in Hesperia, California.
On the Closing Date, the Company will pay to the Seller $50,000 cash.
Upon completion of the installation and full operation of a Regreen System at Advanced Waste Disposal in Hesperia, California the Company will pay to the Seller $50,000.
On March 15, 2023, the Company will pay to the Seller $150,000 cash.
On December 15, 2023, the Company will pay to the Seller $150,000 cash.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information provided under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.01.
Item 3.02 Unregistered Sales of Equity Securities
The information provided under the heading “Milestones and Payment Schedule” under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits
Exhibit |
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104* |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Attached hereto
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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.
| ASTRA ENERGY, INC. |
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Dated: August 24, 2022 | By: | /s/ Kermit Harris |
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| Kermit Harris |
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| President |
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