UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act: Common Stock
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Item 1.01 Entry into a Material Definitive Agreement.
On February 23, 2024, Innoveren Scientific, Inc. (the “Company”) entered into a securities purchase agreement with an accredited investor for the sale of shares of Common Stock and warrants (the “Purchase Agreement”).
The foregoing summary of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of the Purchase Agreement is filed herewith as Exhibit 10.1, to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
Pursuant to the Purchase Agreement, the Company sold an aggregate of 400,000 shares of common stock and 400,000 warrants to purchase shares of Common Stock exercisable at $0.50 per share for gross proceeds of $100,000. All of the shares and warrants described in this Current Report on Form 8-K are being offered and issued to an accredited investor in reliance upon exemptions from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended (“Securities Act”), and Rule 506 of Regulation D promulgated thereunder.
Item 5.02, Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers;
On February 23, 2024, the Company issued to certain executive officers an aggregate of 186,048 shares of common stock in lieu of accrued salary at a rate of $0.25 per share for amounts owed and an aggregate of 213,952 shares for payment of directors’ fees owed.. In addition, the Company converted a promissory note in the amount of $43,091 owed to the Company’s Chief Executive Officer, Michael Yurkowsky, into the private placement in exchange for 172,364 shares of common stock and 172,364 warrants which is the same price paid by the accredited investor..
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Number | Description | |
10.1 |
Form of Securities Purchase Agreement dated February 23, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Innoveren Scientific, Inc. | ||
| Date: February 28, 2024 | By: | /s/ Jeremy Daniel |
| Jeremy Daniel | ||
| Chief Financial Officer | ||