0001574910false00015749102022-05-112022-05-11iso4217:USDxbrli:sharesiso4217:USDxbrli:shares
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
May 11,
2022
Date of Report (Date of earliest event reported)
333-188401
Commission File Number
RENAVOTIO, INC.
|
(Exact name of registrant as specified in its charter)
|
Nevada
|
|
99-0385424
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
|
|
|
601 South Boulder Ave.,
Suite 600, Tulsa, OK
|
|
74119
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(888)
928-1312
(Registrant’s telephone number, including
area code)
N/A
(Former name or former 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:
None
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which
registered
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
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.
☐
Renavotio, Inc. is referred to herein as “Renavotio”, “we”, “our”,
or “us”.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINTIIVE
AGREEMENT
Purchase Order
On July 18, 2022, we entered into a Purchase order for $40,575,000
for Cranberry Evolve 300’s, which are 100% powder free nitrile
medical examination gloves. The transaction takes advantage of
existing inventory that we renegotiated with our overseas suppliers
to exchange all of our VGloves in inventory for an agreed to dollar
value to purchase Cranberry Evolve 300’s. Our subsidiary,
Renavotio Infratech, Inc. (“Renavotio”), has secured a
Purchase Order, with delivery planned in August 2022. The
recently scheduled shipment of VGloves inventory was canceled to
complete the Cranberry transaction. Taking into account the credit
and prepaid deposits that both Renavotio and its supplier paid to
secure the inventory, which collectively totaled $4,436,000,
such amount has been agreed to be deducted from the first order. We
plan to receive the product and ship to the client in 3
separate $13,625,000 transactions. The purchase order is
subject to risks of shipping and logistics delays,
non-payment, strikes, labor shortages, duties, taxation, and banned
imports.
Notes and Forbearance Agreements
We have various notes and advances that were previously in
forbearance or verbal extension that are now due. As reported
previously, a settlement agreement was entered into with Geneva
Roth Remark Holdings LLC with payment due July 18th 2022, leaving the default payment
due and payable. We are in the process of renegotiating and
or securing forbearances in our attempt to secure favorable terms.
We had amended our note due in April 2022 to July 2022 and we plan
to renegotiate the payment terms with the net proceeds from the
Cranberry sales dedicated to pay off this note. Going forward,
all future sales made by Renavotio will be allocated for payments
on the Notes to eliminate this debt, the balance of the forbearance
debt and advances now due.
Formation of Partnership
On July 15, 2022, we agreed with a fiber optics company
to formation of a 50/50 partnership in a newly formed Limited
Lability Company, which has recently bid on a $25,000,000 Dark
Fiber project in the Midwest. There are no assurances whatsoever
that we will be successful in the bidding process and secure an
agreement involving such project.
Officer Personal Guarantees
Completing recent funding transactions and restructuring our
SBA loans has required the personal guarantees of both Robert
Mackey, our Chief Operating Officer, and William Robinson, our
Chief Executive Officer. The recent funding has been dedicated to
the payment of our auditors, accountants, and legal to
complete our audit and bring our SEC filings current. In lieu of
cash, our Board of Directors has agreed to the loans and guarantees
made by officers and directors and to approve the issuance of
45,000 shares of our Preferred D Shares to our Chief Operating
Officer, Robert Mackey, 5,000 Preferred D shares to our Controller,
Tyler Mackey, 25,000 Preferred D shares to our Chief
Compliance Officer, Brian Kistler, and 5,000 Preferred D Shares to
our Board Member, Steve Chen.
Attempted Online Security Breaches
We and our subsidiaries have experienced email breaches
and compromised banking accounts as a result of online
security breaches by unknown parties that attempted to redirect
money wires and otherwise enter into fraudulent banking
transactions. We are working with our Internet Technicians to
change our email and all related security protocols and have our
banks reissue new bank account numbers. There was
no economic loss as internal measures alerted us
before financial transactions were initiated.
Background – May 11, 2022 Note with Tysadco
Partners, LLC
On May 11, 2022, we entered into a 10% Promissory Note (the
“Note”) with Tysadco Partners, LLC, a New York Limited
Liability Company for the Principal Amount of $200,000, an Original
Issue Discount of 10% ($20,000), and a Maturity Date of 60
days after the May 11, 2022 Issue Date.
July 16, 2022 Addendum to the Note
The July 16, 2022 Addendum amends the Note, as follows:
1.The Maturity Date is extended for a period of 6 months to January
11, 2023.
2.The Principal Amount is increased from $200,000 to $220,000.
3.The interest rate is 15% (based on an Event of Default).
4. The following conversion provisions are added to the Note
pursuant to the Addendum:
“Conversion Price.
The Conversion Price shall be 80% multiplied by the Market Price
(thereby representing a discount rate of 20%), with “Market
Price” defined as the lowest Daily Closing Price (as defined
below) for the Common Stock during the ten (10) Trading Day period
ending on the latest complete Trading Day prior to the Conversion
Date. “Trading Price” means, for any security as of any date, the
closing price on the OTCQB, OTCQX, Pink Sheets electronic
quotation system or applicable trading market (the “OTC”) as
reported by a reliable reporting service designated by the Holder
(i.e. Bloomberg) or, if the OTC is not the principal trading market
for such security, the closing bid price of such security on the
principal securities exchange or trading market where such security
is listed or traded or, if no closing bid price of such security is
available in any of the foregoing manners, the average of the
closing bid prices of any market makers for such security that are
listed in the “Pink Sheets”. If the Trading Price cannot be
calculated for such security on such date in the manner provided
above, the Trading Price shall be the fair market value as mutually
determined by the Borrower and the holders of a majority in
interest of the Notes being converted for which the calculation of
the Trading Price is required in order to determine the Conversion
Price of such Notes. “Trading Day” shall mean any day on which the
Common Stock is tradable for any period on the OTC, or on the
principal securities exchange or other securities market on which
the Common Stock is then being traded”.
5. In the event that we receive proceeds of at least $1,000,000
(the “Proceeds”) from the sale of inventory,
then we will be required to repay the Note from the
Proceeds.
ITEM 9.01. EXHIBITS
(a) Exhibits. The following exhibits are filed with this
Current Report on Form 8-K:
*Filed herein
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.
Dated: July 19, 2022
|
By:
|
/s/ William Robinson
|
|
|
|
William Robinson
|
|
|
|
Chief Executive Officer
|
|
Renavotio (CE) (USOTC:RIII)
Historical Stock Chart
From Sep 2023 to Oct 2023
Renavotio (CE) (USOTC:RIII)
Historical Stock Chart
From Oct 2022 to Oct 2023