Item 1.01 Entry into a Material Definitive
Agreement.
On January 27, 2021 (the “Issue Date”),
Home Bistro, Inc., a Nevada corporation (the “Company”), entered into that certain Securities Purchase Agreement
(the “SPA”), by and between the Company and Vista Capital Investments, LLC (“Vista”). Pursuant
to the SPA, among other things, the Company agreed to issue to Vista (i) a convertible note in the original principal amount of
$330,000 (the “Note”), (ii) 150,000 shares of the Company’s common stock, par value $0.001 per share (the
“Common Stock”), subject to a true-up based upon the trading price of the Common Stock and Vista ownership limitations,
and (iii) a warrant to purchase up to 150,000 shares of Common Stock (the “Warrant”, and together with the SPA
and the Note, the “Agreements”). Upon closing, the Company received $300,000 in gross proceeds from Vista.
The Note matures on February 1, 2021 or
such later date as determined at the option of Vista in the event that, and for so long as, an Event of Default (as defined in
the Note) has not occurred and is not continuing and no event has occurred and is continuing that with the passage of time and
the failure to cure would result in an Event of Default, or upon earlier acceleration or prepayment as provided therein (the “Maturity
Date”). Upon an Event of Default, the outstanding balance will immediately and automatically increase to 140% of the
outstanding balance under the Note as of immediately prior to the occurrence of the Event of Default and the Note becomes immediately
due and payable. A one-time interest charge of 8% was applied on the Issue Date and will be payable on the Maturity Date. Beginning
May 1, 2021 and continuing on the first day of every consecutive month thereafter for 9 months, the Company will make cash payments
of $39,600 to Vista.
Vista may only convert the Note at any
time or times on or after the occurrence of an Event of Default. The per share conversion price into which the Note is convertible
into shares of Common Stock (the “Conversion Price”) is equal to 105% of the lowest trade occurring during the
25 consecutive trading days immediately preceding the applicable conversion date.
The
obligations under the Note are not secured by any assets of the Company.
The Warrant provides Vista with the right
to purchase up to 150,000 shares of Common Stock at an exercise price of $2.50, subject to the adjustments and Vista ownership
limitations set forth therein, until the date which is the last calendar day of the month in which the fifth anniversary of the
Issue Date occurs.
The Note and the Warrant also provide Vista
with certain “piggyback” registration rights, permitting them to request that the Company include the shares
issued upon conversion of the Note or exercise of the Warrant, respectively, for sale in certain registration statements filed
by the Company under the Securities Act of 1934, as amended (the “Securities Act”).
The
Agreements contain other provisions, covenants and restrictions common with this type of debt transaction, including a no shorting
provision preventing Vista from taking a short position against the Company’s stock. Furthermore, the Company is subject
to certain negative covenants under the Agreements, which the Company also believes are also customary for transactions of this
type.
The preceding summaries of the SPA, the
Note and the Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the SPA,
the Note and the Warrant, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and
incorporated herein by reference.
The Agreements have been included as exhibits
to this Current Report on Form 8-K to provide investors and securityholders with information regarding certain of its terms. This
information is not intended to provide any financial or other information about the parties to the Agreements or their respective
subsidiaries or affiliates. The representations, warranties and covenants contained in the Agreements are made only for purposes
of the Agreements and as of the date of the Agreements, are solely for the benefit of the parties to the Agreements, may be subject
to limitations agreed upon by the parties, and may be subject to standards of materiality applicable to the parties that differ
from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description
thereof as characterizations of the actual state of facts or condition of the parties to the Agreements or any of their respective
subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants
may change after the date of the Agreements, and such subsequent information may not be fully reflected in public disclosures by
the parties to the Agreements. The information in the Agreements should be considered in conjunction with the entirety of the factual
disclosure about the Company in the Company’s public reports filed with the Securities and Exchange Commission (the “SEC”).