Current Report Filing (8-k)
21 3월 2020 - 5:59AM
Edgar (US Regulatory)
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): March 18, 2020
HOMETOWN
INTERNATIONAL, INC.
(Exact
name of Company as specified in its charter)
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Delaware
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333-207488
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46-5705488
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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25
E. Grant Street
Woodstown,
NJ, 08098
(Address
of principal executive offices) (Zip Code)
(856)
759-9034
(Registrant's
Telephone Number)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under
any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbols
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Name
of each exchange on which registered
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None
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N/A
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N/A
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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 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 Definitive Material Agreement.
On
March 18, 2020, Hometown International, Inc., a Nevada corporation (the “Company”), entered into a Debt Exchange
Agreement (the “Agreement”) with Europa Capital Investments, LLC, a North Carolina limited liability company (the
“Lender”), pursuant to which $100,000 of the principal amount of debt owed by the Company to the Lender was converted
to 100,000 shares of the Company’s common stock (the “Conversion Shares’). The Lender had acquired the debt
from other lenders to the Company. The remaining principal balance owed to the Lender in the amount of $44,978.54, plus any accrued
and unpaid interest, is due and payable on December 31, 2020.
The
foregoing description of the Debt Exchange Agreement is not complete and is qualified in its entirety by reference to the full
text of the Debt Exchange Agreement, a copy of which is attached hereto as Exhibit 10.3.
Section
3 – Securities and Trading Markets
Item.
3.02 Unregistered Sales of Equity Securities.
Reference
is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.
The
issuance of the Conversion Shares was made pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities
Act”). However, given the relationship between the Company and the Lender, the shares were issued with a restrictive
legend.
Section
8. Other Events
Item 8.01 Other Events.
Share
Repurchases
On
March 18, 2020 the Company repurchased an aggregate of 38,336 shares of the Company’s common stock (the “Repurchased
Shares”) from a total of 11 shareholders, at a purchase price of $1.00 per share. The Repurchased Shares were returned to
the Company’s number of authorized but unissued shares of common stock.
As
a result of the issuance of the 100,000 Conversion Shares to the Lender, and the repurchase by the Company of the 38,336 Repurchased
Shares, the Company currently has 5,297,004 shares of common stock issued and outstanding.
Warrants
On
March 18, 2020, the Board of Directors of the Company authorized the issuance of warrants to the shareholders of record as of
March 31, 2020. As of such date, the Company shall send each shareholder of record (i) five Class A Warrants entitling the holder
thereof to purchase five shares of common stock at an exercise price of $1.25 per share, (ii) five Class B Warrants entitling
the holder thereof to purchase five shares of common stock at an exercise price of $1.50 per share, (iii) five Class C Warrants
entitling the holder thereof to purchase five shares of common stock at an exercise price of $1.75 per share and (iv) five Class
D Warrants entitling the holder thereof to purchase five shares of common stock at an exercise price of $2.00 per share, with
each warrant expiring on March 31, 2035 (collectively, the “Warrants”). The distribution of the Warrants to
the shareholders of the Company as of March 31, 2020 will be pursuant to an exemption from registration under the Securities Act.
The
foregoing description of the Warrants is not complete and is qualified in its entirety by reference to the full text of the Class
A Warrants, the Class B Warrants, the Class C Warrants and the Class D Warrants, copies of which are attached hereto as Exhibits
4.1, 4.2, 4.3 and 4.4, respectively.
Section 9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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.
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Hometown
International, Inc.
(Registrant)
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Date:
March 20, 2020
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By:
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/s/
Paul F. Morina
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Paul
F. Morina
Chief Executive Officer and Chief Financial Officer
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3
Hometown (CE) (USOTC:HWIN)
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Hometown (CE) (USOTC:HWIN)
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