Filed Pursuant to Rule 253(g)(2)
File
No. 024-11594
NUTRANOMICS, INC.
SUPPLEMENT NO. 4 DATED AUGUST 22, 2022
TO
THE OFFERING CIRCULAR DATED SEPTEMBER 28, 2021
This
document supplements, and should be read in conjunction with, the
offering circular of Nutranomics, Inc., a Wyoming corporation (the
"Company", "we", "our", or "us") dated September 28, 2021 and filed
by us with the Securities and Exchange Commission (the
"Commission") on September 28, 2021. Unless otherwise defined
in this supplement, capitalized terms used in this supplement shall
have the same meanings as set forth in the Offering
Circular.
The purpose of this supplement is to correct the 253G2 filing
dated July 8, 2022 and corresponding offering price for our common
shares throughout the Offering Circular.
Offering Price for the Shares
The following information
supersedes and replaces the information included
in the Offering Circular:
Despite the
253G2 filing dated July 8, 2022, the offering price per share of
our Common Stock in the Offering is $0.00032 per share which
represents a 20% reduction in the originally qualified price of
$0.0004. The Company did not issue any shares at the erroneous
price of $0.00026 identified in the July 8, 2022 253G2 filing. We
are continuing to offer up to 50,000,000,000 shares of our Common
Stock. The Maximum Offering Amount has been reduced to
$16,000,000. Any reference to the offering price and/or
offering amount in the Offering Circular shall be deemed to have
been replaced with the Offering Price and Maximum Offering Amount
contained in this Supplement. Investors will pay the most recent
publicly announced offering price as of the date of their
subscription.
The following
table supersedes and replaces the table on Page 2 of the Offering
Circular.
|
Price to Public
|
Commissions (1)
|
Proceeds to
Company (2)
|
Proceeds to
Other Persons (3)
|
Per
Share
|
$0.00032
|
$0
|
$0.00032
|
None
|
Minimum Investment
|
$250.00
|
$0
|
$250.00
|
None
|
Maximum Offering
|
$16,000,000
|
$0
|
$16,000,000
|
None
|
(1) The Company shall pay no commissions to underwriters for the
sale of securities under this Offering.
(2) Does not
reflect payment of expenses of this Offering, which are estimated
to not exceed $25,000.00 and which include, among other things,
legal fees, accounting costs, reproduction expenses, due diligence,
marketing, consulting, administrative services other costs of
blue-sky compliance, and actual out-of-pocket expenses incurred by
the Company selling the Shares, but which do not include fees to be
paid to the escrow agent and technology providers. This amount
represents the proceeds of the offering to the Company, which will
be used as set out in "USE OF PROCEEDS TO ISSUER."
(3) There are
no finder's fees or other fees being paid to third parties from the
proceeds. See 'PLAN OF DISTRIBUTION.'
The following
table supersedes and replaces the Dilution table on Page 16 of the
Offering Circular.
Percentage of shares offered that are sold
|
100%
|
|
|
Price
to the public charged for each share in this Offering
|
$0.00032
|
|
|
Historical net tangible book value per share (1)
|
$(0.0006)
|
|
|
Increase in net tangible book value per share attributable to new
investors in this Offering (2)
|
$0.0008
|
|
|
Net
tangible book value per share, after this Offering
|
$0.00019
|
|
|
Dilution per share to new investor
|
$(0.00012)
|
(1)
Net tangible book value per share is an estimate based on net
tangible shareholders equity book value as of October 31, 2021 of
$(4,809,368) and 7,758,233,980 outstanding shares of Common Stock
on December 30, 2021.
(2)
Before deducting estimated offering expenses of $25,000.
The following
table supersedes and replaces the Use of Proceeds table on Page 19
of the Offering Circular.
$0.00032 Offering Price
|
10%
|
25%
|
50%
|
75%
|
100%
|
Working
Capital
|
$800,000
|
$2,000,000
|
$6,000,000
|
$10,000,000
|
$14,000,000
|
|
|
|
|
|
|
Repayment of Outstanding Debts
|
$800,000
|
$2,000,000
|
$2,000,000
|
$2,000,000
|
$2,000,000
|
|
|
|
|
|
|
Total
|
$1,600,000
|
$4,000,000
|
$8,000,000
|
$12,000,000
|
$16,000,000
|
SIGNATURES
This Offering
Circular Supplement is submitted pursuant to Rule 253(g)(2) on
behalf of the Company by the undersigned, thereunto duly
authorized, on August 22, 2022.
Nutranomics, Inc.
|
|
By:
|
/s/ Jonathan
Bishop
|
|
Jonathan Bishop
|
|
Principal Executive Officer and
Director
|
|