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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 26, 2024
HIMALAYA
TECHNOLOGIES, INC.
(Exact
name of Registrant as specified in its Charter)
nevada |
|
000-55282 |
|
26-0841675 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
No.) |
|
(IRS
Employer
Identification
No.) |
108
Scharberry Lane #2, Mars, PA 16046
(Address
of principal executive offices)
(630)
708-0750
(Registrant’s
Telephone Number)
(Former
name or address, if changed since last report)
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:
Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
Common |
|
HMLA |
|
OTC
Pink |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) ☒
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
Himalaya
Technologies, Inc. is referred to herein as “Himalaya”, “we”, “us”, or “the Company”.
Item
8.01 Other Events.
On
February 26, 2024, we agreed to sell our business unit operating under fictitious business name “Infood Technologies, Inc.”
in the Commonwealth of Pennsylvania to FOMO WORLDWIDE, INC. for $10,000.00 consideration in cash, stock, or promissory note. We expect
the transfer to be complete within three days. The Buy-Sell Agreement is included herein as Exhibit 10.1.
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.
|
HIMALAYA
TECHNOLOGIES, INC. |
|
|
|
Date:
February 26, 2024 |
By: |
/s/
Vikram Grover |
|
|
Vikram
Grover |
|
|
Chief
Executive Officer |
Exhibit
10.1
![](https://www.sec.gov/Archives/edgar/data/1409624/000149315224007775/ex10-1_003.jpg)
BUY-SELL AGREEMENT
This
Buy-Sell Agreement (this “Agreement”) is made as of this 26th day of February, 2024 (the “Effective Date”), by
and among Himalaya Technologies, Inc., a Nevada corporation located at 108 Scharberry Lane #2, Mars, PA 16046 (the “Seller”
or “Himalaya”) and each of the entities listed on Annex A attached hereto (the “Buyer” or “FOMO WORLDWIDE”
or “FOMO”).
ARTICLE
I
PURPOSE
1.
Interests. Himalaya Technologies, Inc. owns all of the outstanding Interests of its business operating under fictitious business
name (DBA) “Infood Technologies, Inc.” (the “Interests”) in the amounts outlined in Schedule A.
2.
Purpose. The Owners have entered into this agreement to:
|
● |
Sell
the Infood Technologies, Inc. DBA and its associated assets, IP, contracts, and other to FOMO WORLDWIDE, INC. and its assigns including
Diamond Technology Solutions, LLC. |
ARTICLE
II
RESTRICTIONS
ON TRANSFER
1.
Restriction on Transfer. Except as permitted in this Agreement, the parties will not sell, transfer, pledge, assign, hypothecate,
encumber or alienate (each a “Transfer”) any of the interests. Any Transfer not in accordance with this Agreement shall be
void.
ARTICLE
III
VOLUNTARY
TRANSFERS
1.
Permitted Transfers. The Owner shall be allowed be allowed to Transfer Interests:
Any
permitted transferee shall hold the Interests subject to the provisions of this Agreement.
![](https://www.sec.gov/Archives/edgar/data/1409624/000149315224007775/ex10-1_003.jpg)
2.
Notice of Transfer. In the event the Owner wishes to sell any Interests (the “Offering Owner”) other than pursuant
to a permitted transfer as described above, the Owner shall provide a written notice to the Company of its intention to sell the Interests
(a “Notice of Transfer”). A Notice of Transfer shall specify the following:
|
● |
The
name and address of the purchaser (the “Third Party Purchaser”), |
|
● |
The
number of interests being sold (the “Offered Interests”), |
|
● |
The
price of the interests, |
|
● |
The
payment and other terms of the proposed sale. |
3.
Transfer of Interests. For 3 days after receipt of a Notice to Transfer, the Buyer shall have the option to purchase the Offered
interests at the price and in accordance to the terms in the Notice to Transfer. At the end of the 3-day option period, if the Buyer
has elected to purchase less than all of the Offered interests, it shall notify Himalaya of the number of Offered interests remaining
available for purchase. For 3 days after receipt of such notification, Himalaya shall have the option to purchase any Offered interests
not being purchased by the Buyer at the price and in accordance to the terms in the Notice to Transfer in proportion to their respective
ownership interests of the outstanding interests. Himalaya may sell any Offered interests not purchased by the Buyer and/or the Remaining
Owners to a Third Party Purchaser at the price and in accordance to the terms in the Notice to Transfer.
4.
Duties of Transferees. Unless otherwise provided in this Agreement, as a condition to any Transfer, the Buyer or subsequent transferee
must agree to be bound by the terms of this Agreement and shall become a party to this Agreement by executing the Adoption Agreement
attached hereto as Annex A.
ARTICLE
IV
INVOLUNTARY
TRANSFERS
1.
Involuntary Transfers. The following events shall each constitute an “Involuntary Transfer Event” and the affected
Owner shall be referred to as the “Withdrawing Owner” and the remaining Owners shall be referred to as the “Non-Withdrawing
Owners”: (1) inability to complete the transfer due to regulation or rule of law.
2.
Sale of interests. Upon the occurrence of any of the events specified in Paragraph 1, the Withdrawing Seller or the representative
of the Withdrawing Seller shall notify the Buyer of the Involuntary Transfer Event.
ARTICLE
V
VALUATION
OF INTERESTS
1.
Purchase Price. The purchase price per interest to be paid for any Transfer of interests due to an Involuntary Transfer Event
(the “Purchase Price”) shall be $10,000.00 for 100%.
2.
Other. Cash, stock, or demand note.
![](https://www.sec.gov/Archives/edgar/data/1409624/000149315224007775/ex10-1_003.jpg)
ARTICLE
VI
PAYMENT
AND TRANSFER OF INTERESTS
1.
Payment. The Purchase Price shall be payable by cash, stock of FOMO WORLDWIDE, INC., or a promissory note payable by FOMO WORLDWIDE,
INC. or its assigns to Himalaya Technologies, Inc.
2.
Transfer of Title. Himalaya shall deliver a bill of sale representing the interests being transferred, properly endorsed for transfer
or accompanied by an assignment agreement to the transferee, with supporting documentation for access to the data, online properties,
and related.
3.
Life Insurance. Not applicable.
ARTICLE
VII
TERM
AND TERMINATION
1.
Term. This Agreement shall be effective and binding upon the parties as of the Effective Date.
2.
Termination. This Agreement will terminate in the event one of the following occurs:
(A)
FOMO WORLDWIDE, INC. becoming the owner of all of the Interests .
ARTICLE
VIII
MISCELLANEOUS
1.
Amendments. This Agreement may be amended or modified only by a written agreement signed by all of the parties.
2.
Notices. Any notice or other communication given or made to any party under this Agreement shall be in writing and delivered by
hand, sent by overnight courier service or sent by certified or registered mail, return receipt requested, to Himalaya at the address
stated above.
3.
No Waiver. No party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this
Agreement unless such waiver is made expressly and in writing. Waiver by any party of a breach or violation of any provision of this
Agreement shall not constitute a waiver of any other subsequent breach or violation.
![](https://www.sec.gov/Archives/edgar/data/1409624/000149315224007775/ex10-1_003.jpg)
4.
Assignment. No party hereto shall have the right to assign its rights or delegate its duties hereunder without the written consent
of the other parties, which consent shall not be unreasonably withheld.
5.
Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining
provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable
parts had not been included in this Agreement.
6.
Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives,
heirs, administrators, executors, successors and permitted assigns.
7.
Headings. The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction
or interpretation of any provision in this Agreement.
8. Governing Law. The terms of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth
of Pennsylvania, not including its conflicts of law provisions.
9.
Disputes. Any dispute arising from this Agreement shall be resolved through mediation.
10.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of
which together, shall constitute one and the same document.
11.
Entire Agreement. This Agreement contains the entire understanding between the parties and supersedes and cancels all prior agreements
of the parties, whether oral or written, with respect to such subject matter.
12.
Miscellaneous. Seller and Buyer to file appropriate paperwork with the Departments of State and Revenue in the Commonwealth of
Pennsylvania
![](https://www.sec.gov/Archives/edgar/data/1409624/000149315224007775/ex10-1_003.jpg)
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Himalaya
Technologies, Inc. |
|
/s/
Vikram Grover |
|
Vikram
Grover, CEO |
Company
Name |
|
Representative
Signature |
|
Representative
Name and Title |
SCHEDULE
A
Name |
|
Type
of Interest |
|
Number
of Interests |
Infood
Technologies, Inc. |
|
Fictitious
Business Name PA (DBA) |
|
100% |
Website
and domain www.infood.tech and email accounts
Dealer
agreements with Nelson & Pade, Inc. and Vertical Crop Consultants, Inc
K12
contact list (14,000)
Sales
and marketing literature
Indoor
farming and aquaponics online training coursework
Business
and financial records
Trade
names and other intellectual property
![](https://www.sec.gov/Archives/edgar/data/1409624/000149315224007775/ex10-1_003.jpg)
ANNEX
A
ADOPTION AGREEMENT
This
Adoption Agreement (this “Agreement”) is executed as of this 26th of February, 2024 by the undersigned FOMO WORLDWIDE, INC.
(the “Transferee”) pursuant to the Buy-Sell Agreement dated as of February 26, 2024 (the “Buy-Sell Agreement”)
by and between Himalaya Technologies, Inc. (the “Seller”) and the Owners listed in Schedule A thereto.
WHEREAS,
the Transferee is hereby acquiring certain interests of the Seller (the “interests”) which are restricted by and subject
to the terms and conditions of the Buy-Sell Agreement; and
WHEREAS,
the Transferee has received and reviewed a complete copy of the Buy-Sell Agreement.
NOWTHEREFORE,
as partial consideration for transfer of such interests, the Transferee hereby agrees as follows:
1.
Agreement. The Transferee hereby agrees, that upon the execution of this Agreement, the Transferee shall become a party to the
Buy-Sell Agreement, and shall be fully bound by and subject to the terms and conditions of the Buy-Sell Agreement as though an original
party thereto.
2.
Notices. Any notice required pursuant to the Buy-Sell Agreement shall be delivered to the Transferee at the following address:
FOMO
WORLDWIDE, INC.
108
Scharberry Lane #2
Mars,
PA 16046
info@fomoworldwide.com
(630)
708-0750
3.
Governing Law. The terms of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth
of Pennsylvania, not including its conflicts of law provisions.
![](https://www.sec.gov/Archives/edgar/data/1409624/000149315224007775/ex10-1_003.jpg)
IN
WITNESS WHEREOF, the Transferee has executed this Agreement as of the date first written above.
/s/
Vikram Grover |
|
FOMO
WORLDWIDE, INC.,
Vikram
Grover, CEO |
Transferee
Signature |
|
Transferee
Full Name |
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