Item
1.01 Entry into a Material Definitive Agreement.
On
January 18, 2022, Nexien BioPharma, Inc. (the “Company”) entered into a note purchase agreement with Quick Capital, LLC,
a Wyoming limited liability company (“Quick Capital”), pursuant to which the Company issued Quick Capital a twelve-month
convertible promissory note in the principal amount of $170,454 (the “Note”) for a $150,000 investment, which included an
original issuance discount of 12%. In connection with the Note issuance, Quick Capital was also issued 500,000 restricted shares of the
Company’s common stock and a three-year warrant (the “Warrant”) to purchase up to an aggregate of 347,512 restricted
shares of the Company’s common stock at an exercise price of $0.075 per share (the “Warrant Shares”).
Quick
Capital is entitled to a cash payment of $20,000 as liquidated damages for any failure to include all shares issuable upon the conversion
of the Note (the “Conversion Shares”) and the Warrant Shares on any registration statement filed with the Securities and
Exchange Commission. For twelve months following the issuance of the Quick Note, Quick Capital will have the right of first refusal to
participate in future financings proposed to the Company by bonafide third parties on the same terms as such third parties and participation
rights to purchase up to $1,000,000 of securities in other offerings, subject to certain exceptions.
The
Note is convertible into shares of common stock at a conversion price of $0.035 per share. If delivery of the Conversion Shares is not
timely made, the Company is obligated to pay Quick Capital $1,000 for each day that the delivery is late as liquidated damages. The conversion
price of the Note will be reduced if the Company issues common stock or grants derivative securities for consideration at a price less
than the conversion price to the amount of the consideration of such dilutive issuance. The Note may be prepaid at any time within the
first six months at 130% of face value. Thereafter, the Note can only be prepaid at Quick Capital’s discretion.
If
the Company makes a distribution of its assets, Quick Capital will be entitled to receive the amount of such assets which would have
been payable had Quick Capital been the holder of such shares on the record date for such distribution. If the Company issues convertible
securities or rights to purchase securities or other property pro rata to its shareholders, Quick Capital will be entitled to acquire
such securities or rights upon the same terms as if Quick Capital had converted the Note.
The
Note also contains certain restrictive covenants limiting the Company’s ability to make distributions or dividends, repurchase
its securities, incur debt, sell assets, make loans, or engage in exchange offers.
If
an event of default (as described in the Note) occurs, the Note will become immediately due and payable in an amount equal to 150% of
the then outstanding principal amount of the Note plus any interest or amounts owing to Quick Capital.
The
Warrant provides, among other things, that if the Warrant Shares are not timely delivered, the Company will be obligated to pay $2,000
per day as liquidated damages. If there is no effective registration statement covering the Warrant Shares, Quick Capital may exercise
the Warrant on a cashless basis in accordance with the terms of the Warrant. The exercise price and number of Warrant Shares are subject
to adjustment in the event of certain corporate actions as described in the Warrant, including stock dividends, distributions, stock
splits and dilutive issuances. Upon the occurrence of certain fundamental transactions including mergers, the sale of all of the Company’s
assets and tender offers, Quick Capital will be entitled to alternative consideration related to those transactions.
The
Note may not be converted and the Warrant may not be exercised if after giving effect to such conversion or exercise, as the case may
be, Quick Capital and its affiliates would beneficially own more than 9.99% of the outstanding common stock of the Company.
On
or after May 7, 2022 and upon the mutual agreement of the Company and Quick Capital, Quick Capital may purchase additional note(s) in
an aggregate amount not to exceed $350,000 on similar terms.
In
connection with this transaction, the Company issued, as a consulting fee, a one-year warrant to purchase 2,250,000 restricted shares
of the Company’s common stock at an exercise price of $0.001 per share to One Eyed Jack Enterprises LLC.
The
foregoing description of the Purchase Agreement, Note and Warrant is qualified in its entirety by reference to the full text of such
Purchase Agreement, Note and Warrant, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively and are incorporated
herein in their entirety by reference.