Form 8-K - Current report

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

Date of Report (Date of earliest event reported): April 5, 2024

AVANT TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

333-225433

(Commission File Number)

38-4053064

(I.R.S. Employer Identification Number)

c/o Eastbiz.com, Inc 5348 Vegas Drive, Las Vegas, NV 89108

(Address and telephone number of principal executive offices)

866-533-0065

(Issuer’s telephone number)

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 Instructions 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 Yes ☒

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. ☐

Securities registered pursuant to Section 12(b) of the Act: Not applicable.

Title of each class		Trading Symbol		Name of each exchange on which registered
Not applicable

Item 1.01

Entry Into a Material Definitive Agreement.

Item 2.01

Completion of Acquisition or Disposition of Assets

Item 2.03.

Creation of a Direct Financial Obligation or an Obligations under an Off-Balance Sheet Arrangement of a Registrant.

Item 3.02

Unregistered Sales of Equity Securities

On April 5, 2024, Avant Technologies, Inc. (the “Company” or “AVAI”), entered into an Asset Purchase Agreement (“APA”) with Wired4Health, Inc. (“Seller” or “W4H”), pertaining to certain technology assets, providing full-stack software development, database management, data integration, project management and cloud services resources. The assets being acquired include an agreement and amendments between W4H and Sentry Data Systems/Craneware, an agreement between W4H and Respec, Inc., agreements between W4H and all of its employees and contractors assigned to Sentry Data Systems/Craneware and Respec, Inc. customer accounts, Website and Internet Domain Name, Wired4Health.com and all of its content (the “Website“), and any other rights associated with the Website, including, without limitation, any intellectual property rights, all related domains, logos, customer lists and agreements, email lists, passwords, usernames and trade names, and all of the related social media accounts, if any, and any other associated rights, etc. (the “Assets”).

At closing, in consideration of acquiring the Assets, the Company paid Seller $2,200,000 through a combination of an amortizing secured promissory note in the principal amount of $1,200,000 (“Secured Note”) of the Company’s Series B Convertible Preferred Stock (the “Preferred Stock”)

The Secured Note is payable by the Company to the Seller in 24 equal monthly installments of principal and interest in the amount of $52,427.22 on the first day of each month, beginning on the first day of the month following the closing of the transaction and continuing on the first day of each consecutive month thereafter until the note is fully paid, but in no case less than two billing cycles of W4H activity. The Secured Note bears interest of five percent (5%) per annum accrued monthly (0.42% per month on the outstanding principal balance).

The Preferred Stock Series B has an aggregate stated value of $1,000,000, where the conversion price is equal to the lesser of $1.00 per share each, on a fully diluted basis, or the volume-weighted average market price (VWAP) of the Company’s common stock as traded on the OTC Markets for the most recent 30 days prior to deal closure (the “Conversion Price”). Conversion will include a 4.99% beneficial ownership limitation and a leak out agreement allowing daily sales to not exceed 25% of the total daily volume.

The Secured Note is secured by the Assets pursuant to the terms of a Security Agreement which, among other things, will authorize the Seller to file a UCC1 Financing Statement in the State of Nevada. As of the date hereof, the Company is obligated on approximately $1,200,000 face amount of Secured Notes issued to the Seller. The Secured Note is a debt obligation arising other than in the ordinary course of business which constitute a direct financial obligation of the Company.

The offer, sale and issuance of the above securities was made to Seller as an accredited investor and the Company relied upon the exemptions contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated there under with regard to the sale. No advertising or general solicitation was employed in offering the securities. The offer and sales were made to an accredited investor and transfer of the common stock will be restricted by the Company in accordance with the requirements of the Securities Act of 1933, as amended.

The foregoing description of the terms of the above transactions do not purport to be complete and are qualified in their entirety by reference to the provisions of such agreements, the forms of which are filed as exhibits to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Exhibits.

Exhibit Number	Description
10.1	Asset Purchase Agreement by and between Avant Technologies, Inc. and Wired4Health, Inc. dated April 5, 2024
10.2	Secured Promissory Note Issued by Avant Technologies, Inc to Wire4Health, Inc., dated April 5, 2024
10.3	Security Agreement by and between Avant Technologies, Inc., Inc and Wired4Health, Inc. dated April 5, 2024

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Dated: April 8, 2024	AVANT TECHNOLOGIES INC.

	By:	/s/	Vitalis Racius
		Name:	Vitalis Racius
		Title:	Chief Financial Officer, Director & Treasurer

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement ("Agreement") made this 5th day of April, 2024, by and between Wired4Health, Inc, a Florida corporation ("Seller" or “W4H” or “W4H Assets”), and Avant Technologies, Inc, a Nevada corporation (“Company” or "Purchaser" or “AVAI”).

RECITALS

WHEREAS, Seller is engaged in the business of providing full-stack software development, database management, data integration, project management and cloud services resources (the "Business"); and

WHEREAS, Seller wishes to sell and assign to Purchaser, and Purchaser wishes to purchase and assume from Seller, certain assets of the Business, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Seller shall sell and Purchaser shall purchase, free and clear of all liens, encumbrances and liabilities, the following assets of Seller's Business(the "Assets"):

Wired4Health Agreement and amendments with Sentry Data Systems/Craneware

Wired4Health Agreement between W4H and Respec, Inc.

Wired4Health Agreements between W4H and all of its employees and contractors assigned to Sentry Data Systems/Craneware and Respec, Inc. customer accounts.

Website and Internet Domain Name, Wired4Health.com and all of its content (the “Website“), and any other rights associated with the Website, including, without limitation, any intellectual property rights, all related domains, logos, customer lists and agreements, email lists, passwords, usernames and trade names, and all of the related social media accounts, if any, and any other associated rights.

Wired4Health Chase Business Checking account

all goodwill associated with the assets described in the foregoing clauses.

Other than the Assets, Purchaser expressly understands and agrees that it is not purchasing or acquiring, and Seller is not selling or assigning, any other assets or properties of Seller, and all such other assets and properties, if any, shall be excluded from the purchased Assets.

The purchase price for the Assets is $2,200,000 (Two Million, Two-Hundred Thousand US dollars) (“Purchase Price”). Purchaser shall pay the Purchase Price to Seller through a combination of an amortizing secured promissory note and shares of AVAI preferred stock as follows:

Secured Promissory Note: $1,200,000 in the form of a secured promissory note payable by AVAI to Seller bearing interest of five percent (5%) per annum accrued monthly (0.42% per month on the outstanding principal balance) and payable in 24 equal monthly installments of principal and interest in the amount of $52,427.22 on the first day of each month, beginning on the first day of the month following the closing of the transaction and continuing on the first day of each consecutive month thereafter until the note is fully paid, but in no case less than two billing cycles of W4H activity (“Promissory Note”). No interest will accrue on the loan during the period between closing date and the first scheduled payment date. AVAI may prepay the Promissory Note, including accrued interest, at any time during 24- month payment period without penalty. The parties agree that the Promissory Note will be secured by a first priority lien in the Assets and the cash and non-cash proceeds therefrom. The following conditions shall apply to the Promissory Note: Payments late in excess of five calendar days shall accrue a late payment fee equal to 5% of past due payment amount. All past due amounts plus late fees may be cured within ten (10) days after delivery to Purchaser of notice of default. The Promissory Note shall be secured by the Assets pursuant to the terms of a Security Agreement which, among other things, will authorize the Seller to file a UCC1 Financing Statement in the State of Nevada and, further, in any and every other jurisdiction in which Purchaser conducts its business.

AVAI agrees to prioritize the monthly payment due Seller when utilizing any cash proceeds derived from W4H activity.

ii.

At least quarterly, AVAI agrees to provide Seller with financial information, including cash flow projections, relating to AVAI’s ability to service the Promissory Note.

iii.

The parties agree to make good faith efforts to reach accommodation regarding past due amounts if AVAI is in default of its obligations under the Promissory Note and fails to timely cure any outstanding amounts past due, however, Seller does not hereby waive any other rights or remedies it may have available to it upon any such default.

iv.

Upon default, Seller, in its sole and unilateral discretion, may require Purchaser to direct all contribution margin derived from the Assets be paid directly to a bank account designated by the Seller until such time that all

current and past due amounts have been paid. Contribution Margin from the assets is defined as gross cash receipts less direct variable costs.

Purchaser agrees to maintain all payments to contractors and employees directly servicing the Assets in a timely manner.

In addition to the agreed upon monthly payment of $52,427.22, Purchaser agrees to accelerate the repayment of principal towards the balance of the Promissory Note in any month in which Purchaser derives sufficient net operating cash flow from the assets as they were at the time of closing. Net operating cash flow of the assets is defined as cash received and directly attributable to the assets based on the scope and volume of work at the time of closing, less the direct operating costs and expenses attributable to the Asset incurred during that same month. In no case, however, shall Purchaser pay more than $60,000 or less than $52,427.22 in any given month for the term of the Promissory Note, except in the event that the remaining principal balance on the note is less than $52,427.22 due to accelerated repayment during the term.

AVAI convertible redeemable preferred stock with a stated value of $1,000,000, where the conversion price shall be equal to the lesser of $1.00 per share each, on a fully diluted basis, or the volume-weighted average market price (VWAP) of AVAI common stock as traded on the OTC Markets for the most recent 30 days prior to deal closure (the “Conversion Price”). Conversion will include 4.99% blocker and a leak out agreement allowing daily sales to not exceed 25% of the total daily volume. AVAI will be required to obtain shareholder approval to establish the shares of Preferred Stock. By law (Rule 144), the holders of the preferred stock will not be permitted to resell the shares of common stock underlying the preferred stock for a period of six months following closing.

Seller shall sell, assign, transfer, and convey to Purchaser the Assets, free of all liabilities.

Purchaser shall accept the Assets "as is" without warranty as to their condition and operation.

The actions to be taken by the parties hereto to close the transaction as provided herein shall take place on or before April 5, 2024 ("Closing Date") at Seller’s corporate office, hereinafter referred to as the ("Closing"). At the Closing, Seller shall deliver to Purchaser possession of the Assets, and good and sufficient instruments of transfer, conveying and transferring the Assets to Purchaser. Such delivery shall be made against payment and delivery to the Seller of the price as set forth herein above. The instruments of transfer shall contain covenants and warranties that Seller has good and marketable title in and to the Assets.

(a)

At the Closing, Seller shall deliver to Purchaser the following:

(i)

an assignment and assumption agreement in the form attached as

Exhibit A attached hereto (the "Assignment and Assumption Agreement") and

duly executed by Seller, effecting the assignment to and assumption by Purchaser of the purchased Assets;

(ii)

a Security Agreement in the form attached as Exhibit B

(“Security Agreement”), wherein Purchaser pledges the Assets and any cash and non-cash proceeds therefrom as security for the full and timely payment and performance of the Promissory Note.

(b)

At the Closing, Purchaser shall deliver to Seller the following:

(i)

a duly executed Promissory Note in the form attached as Exhibit

(ii)

the Assignment and Assumption Agreement duly executed by

Purchaser;

(iii) the Security Agreement duly executed by Purchaser, wherein Purchaser pledges the Assets and any cash and non-cash proceeds therefrom as security for the full and timely payment and performance of the Promissory Note

(i) Shares of stock in Avant Technologies, Inc, a Nevada corporation, as described in Section 2 of this Agreement having a value of not less than ONE MILLION DOLLARS ($1,000,000), on a fully diluted basis;

Seller covenants, warrants and represents:

(a)

It is not presently involved in any activity or outstanding dispute with any taxing authority as to the amount of any taxes due, nor has it received any notice of any deficiency, credit or other indication of deficiency from any taxing authority.

(b)

It is the owner of and has good and marketable title to all of the Assets enumerated in the attached Schedule A, free from all encumbrances.

(c)

Seller shall indemnify and hold harmless Purchaser from any and all claims of its creditors and such Assets shall transfer to Purchaser, free and clear of all liens and encumbrances.

(d)

Seller shall indemnify and hold harmless Purchaser from any and all claims of its creditors and such Assets shall transfer to Purchaser, free and clear of all liens and encumbrances.

Purchaser covenants, warrants and represents:

(a)

Purchaser is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Nevada. Purchaser has all necessary power and

authority to enter into this Agreement and any other transactions documents (including the Promissory Note and Security Agreement required pursuant to Section 2 above) to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Purchaser of this Agreement and any other transaction documents to which Purchaser is a party, the performance by Purchaser of its obligations hereunder and thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Purchaser and its members. This Agreement and the other transaction documents constitute legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(b)

Immediately after giving effect to the transactions contemplated hereby, Purchaser shall be solvent and shall: (a) be able to pay its debts as they become due; (b) own property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all liabilities); and (c) have adequate capital to carry on its business. In connection with the transactions contemplated hereby, Purchaser has not incurred, nor plans to incur, debts beyond its ability to pay as they become absolute and matured.

(c)

Purchaser has conducted its own independent investigation, review and analysis of the Business and the purchased Assets, and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records and other documents and data of Seller for such purpose. Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Purchaser has relied solely upon its own investigation and the express representations and warranties of Seller set forth herein immediately above in Section 6 of this Agreement; and (b) neither Seller nor any other person has made any representation or warranty as to Seller, the Business, the purchased Assets or this Agreement, except as expressly set forth herein immediately above in Section 6 of this Agreement.

Seller shall work in good faith with Purchaser to ensure business continuity during a reasonable transition period post the Closing. The transition period shall not exceed thirty

(30)

days and shall include, but is not limited to the following:

Public announcements and employee/contractor communications

Customer communication and transition

Transition of key vendors and core business support systems and services (e.g., payroll, accounting software, website, email, CRM, etc.)

All transfer, sales, use, registration, documentary, stamp, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement

and the other Transaction Documents, if any, shall be borne and paid by Purchaser when due. Purchaser shall, at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Seller shall cooperate with respect thereto as necessary).

10.

This Agreement shall be binding upon the personal representatives, successors and assignees of the parties. This Agreement and any accompanying instruments and documents include the entire transaction between the parties and there are no representations, warranties, covenants or conditions, except those specified herein or in accompanying instruments and documents.

11.

All covenants, warranties and representations herein shall survive this Agreement and the Closing Date.

12.

This Agreement shall be governed by and construed in accordance with the internal laws of the State of without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Florida. Any legal suit, action, or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida in each case located in the County of Seminole, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding and waives any objection based on improper venue or forum non conveniens. Service of process, summons, notice, or other document by mail to such Party's address set out herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

13.

All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set out hereinbelow (or to such other address that may be designated by a party from time to time in accordance with this Section):

If to Seller:	If to Purchaser:
Wired 4 Health, Inc.	Avant Technologies, Inc.
Attn: Paul Averill, Chief Executive Officer	Attn: Tim Lantz, Chief Executive Officer
250 International Parkway, Suite #134	5348 Vegas Drive
Heathrow, FL 32746	Las Vegas, NV 89108

14.

This Agreement constitutes the sole and entire agreement of the parties regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto.

15.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

16.

This Agreement shall govern in the event of any inconsistency between this Agreement and any of the Exhibits attached hereto or any other document or instrument executed or delivered pursuant hereto or in connection herewith.

17.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. “Electronic Signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures, pursuant to the Electronic Signature Act of 1996 (§ 668.001 et seq., Fla. Stat.) and the Uniform Electronic Transaction Act (§ 668.50, Fla. Stat.) as amended from time to time.

18.

Neither Party may assign any of its rights hereunder without the prior written consent of the other Party. Any purported assignment in violation of this Section shall be null and void. No assignment shall relieve the assigning Party of any of its obligations hereunder. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

IN WITNESS WHEREOF, the parties hereto have set their hands and seals, the date and place first above written.

Wired4Health, Inc

By:_______/s/ Paul Averill

Name: Paul Averill

Title: Chief Executive Officer

AVANT TECHNOLOGIES, INC

By: /s/ _______Tim Lantz

Name: Tim Lantz

Title: Chief Executive Officer

SECURED PROMISSORY NOTE

$1,200,000.00	Heathrow, Florida
	April 5, 2024

FOR VALUE RECEIVED, AVANT TECHNOLOGIES, INC., a Nevada corporation (the "Borrower") hereby unconditionally promises to pay to the order of WIRED4HEALTH, INC., a Florida corporation (the "Noteholder") the principal amount of ONE MILLION TWO HUNDRED THOUSAND DOLLARS AND ZERO CENTS ($1,200,000.00) (the "Loan"),

together with all accrued interest thereon, as provided in this Promissory Note (this "Note").

Payment Dates.

(a) Payment Dates. The principal amount of the Loan shall be payable in twenty-four (24) equal consecutive monthly installments of FIFTY-TWO THOUSAND FOUR HUNDRED TWENTY-SEVEN DOLLARS AND TWENTY-TWO CENTS

($52,427.22) beginning on May 1, 2024, and continuing on the first (1^st) day of every consecutive month (each such day a "Payment Date") thereafter until May 1, 2026. On May 1, 2026, all amounts then outstanding under this Note, including principal, accrued and unpaid interest, and any unpaid fees, shall be due and payable.

(b) Prepayment. The Borrower may prepay the Loan in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of the prepayment.

Interest.

(a) Interest Rate. Except as provided in Section 2(b), the principal amount outstanding under this Note from time to time shall bear interest at a rate per annum (the "Interest Rate") equal to five percent (5%).

(b) Interest Payment Dates. Interest shall start to accrue on May 1^st, 2024, and shall be payable monthly in arrears on each Payment Date thereafter.

(c) Default Interest. If any amount payable hereunder is not paid when due (without regard to any applicable grace period), whether at stated maturity, by acceleration, or otherwise, such overdue amount shall continue to bear interest at a rate of 5% per annum, accrued daily. In addition, payments late in excess of five calendar days shall accrue a late payment fee equal to 5% of past due payment amount.

(d) Computation of Interest. All computations of interest hereunder shall be made on the basis of a year of 365/366 days, as the case may be, and the actual number of

days elapsed. Interest shall begin to accrue on the Loan on the date of this Note. For any portion of the Loan that is repaid, interest shall not accrue on the date on which such payment is made.

(e) Interest Rate Limitation. If at any time the Interest Rate payable on the Loan shall exceed the maximum rate of interest permitted under applicable law, such Interest Rate shall be reduced automatically to the maximum rate permitted.

Payment Mechanics.

(a) Manner of Payment. All payments of principal and interest shall be made in US dollars no later than 5:00PM on the date on which such payment is due. Such payments shall be made by electronic funds transfer (ACH), company check, cashier's check, certified check, or wire transfer of immediately available funds to the Noteholder's account at a bank specified by the Noteholder in writing to the Borrower from time to time.

(b) Application of Payments. All payments shall be applied, first, to fees or charges outstanding under this Note, second, to accrued interest, and, third, to principal outstanding under this Note.

(c) Business Day. Whenever any payment hereunder is due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and interest shall be calculated to include such extension. "Business Day" means a day other than Saturday, Sunday, or other day on which commercial banks in Florida are authorized or required by law to close.

(d) Evidence of Debt. The Borrower authorizes the Noteholder to record the date and amount of each payment or prepayment of the Loan. The entries made by the Noteholder shall be prima facie evidence of the existence and amount of the obligations of the Borrower recorded therein in the absence of manifest error. No failure to make any such record, nor any errors in making any such records, shall affect the validity of the Borrower's obligation to repay the unpaid principal of the Loan with interest in accordance with the terms of this Note.

4. Representations and Warranties. The Borrower represents and warrants to the Noteholder as follows:

(a) Existence. The Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada. The Borrower has the requisite corporate power and authority to own, lease, and operate its property, and to carry on its business.

(b) Compliance with Law. The Borrower is in compliance with all laws, statutes, ordinances, rules, and regulations applicable to or binding on the Borrower, its property, and business.

(c) Power and Authority. The Borrower has the requisite corporate power and authority to execute, deliver, and perform its obligations under this Note.

(d) Authorization; Execution and Delivery. The execution and delivery of this Note by the Borrower and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with applicable law. The Borrower has duly executed and delivered this Note.

5. Events of Default. The occurrence and continuance of any of the following shall constitute an "Event of Default" hereunder:

(a) Failure to Pay & 10-Day Cure Period. The Borrower fails to pay any amount of the Loan when due under this Note. Borrower shall have the right to cure the default by paying all amounts then due within ten (10) days of its receipt of written notice of default from the Noteholder; provided, however, that Borrower may exercise its right to cure a default hereunder only one time during any twelve (12) month period.

(b) Breach of Representations and Warranties. Any representation or warranty made by the Borrower to the Noteholder herein contains an untrue or misleading statement of a material fact as of the date made; provided, however, no Event of Default shall be deemed to have occurred pursuant to this Section 5(b) if, within thirty (30) days of the date on which the Borrower receives notice (from any source) of such untrue or misleading statement, Borrower shall have addressed the adverse effects of such untrue or misleading statement to the reasonable satisfaction of the Noteholder.

(c)

Bankruptcy; Insolvency.

(i) The Borrower institutes a voluntary case seeking relief under any law relating to bankruptcy, insolvency, reorganization, or other relief for debtors.

(ii) An involuntary case is commenced seeking the liquidation or reorganization of the Borrower under any law relating to bankruptcy or insolvency, and such case is not dismissed or vacated within sixty (60) days of its filing.

(iii) The Borrower makes a general assignment for the benefit of its creditors.

(iv) The Borrower is unable, or admits in writing its inability, to pay its debts as they become due.

(v) A case is commenced against the Borrower or its assets seeking attachment, execution, or similar process against all or a substantial part of its assets, and such case is not dismissed or vacated within sixty (60) days of its filing.

(d) Failure to Give Notice. The Borrower fails to give the notice of an Event of Default as specified in Section 6 below.

6. Notice of Event of Default. As soon as possible after it becomes aware that an Event of Default has occurred, and in any event within two (2) Business Days, the Borrower shall notify the Noteholder in writing of the nature and extent of such Event of Default and the action, if any, it has taken or proposes to take with respect to such Event of Default.

7. Remedies. Upon the occurrence and during the continuance of an Event of Default, the Noteholder may, at its option, by written notice to the Borrower declare the outstanding principal amount of the Loan, accrued and unpaid interest thereon, and all other amounts payable hereunder immediately due and payable; provided, however, if an Event of Default described in Sections 5(c)(i), 5(c)(iii), or 5(c)(iv) shall occur, the outstanding principal amount, accrued and unpaid interest, and all other amounts payable hereunder shall become immediately due and payable without notice, declaration, or other act on the part of the Noteholder.

8. Expenses. The Borrower shall reimburse the Noteholder on demand for all reasonable and documented out-of-pocket costs, expenses, and fees, including the reasonable fees and expenses of counsel, incurred by the Noteholder in connection with the negotiation, documentation, and execution of this Note and the enforcement of the Noteholder's rights hereunder.

9. Notices. All notices and other communications relating to this Note shall be in writing and shall be deemed given upon the first to occur of (x) deposit with the United States Postal Service or overnight courier service, properly addressed and postage prepaid; (y) transmittal by electronic communication (including email, internet or intranet websites, or facsimile properly addressed (with written acknowledgment from the intended recipient such as "return receipt requested" function, return e-mail, or other written acknowledgment); or (z) actual receipt by an employee or agent of the other party. Notices hereunder shall be sent to the following addresses, or to such other address as such party shall specify in writing:

(a)

If to the Borrower:

AVANT TECHNOLOGIES, INC.

Attn: Tim Lantz, CEO 5348 Vegas Drive

Las Vegas, NV 89108

Email: tlantz@avantpowersai.com

(b)

If to the Noteholder: WIRED4HEALTH, INC.

Attn: Paul Averill, CEO 250 International Parkway

Suite 134

Heathrow, FL 32746

Email: paverill@wired4health.com

10. Governing Law. This Note and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based on, arising out of, or relating to this Note and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Florida.

11.

Disputes.

(a)

Submission to Jurisdiction.

(i) The Borrower irrevocably and unconditionally (A) agrees that any action, suit, or proceeding arising from or relating to this Note may be brought in the courts of the State of Florida sitting in Seminole County, and in the United States District Court for the Middle District of Florida, and (B) submits to the exclusive jurisdiction of such courts in any such action, suit, or proceeding. Final judgment against the Borrower in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(ii) Nothing in this Section 11(a) shall affect the right of the Noteholder to bring any action, suit, or proceeding relating to this Note against the Borrower or its properties in the courts of any other jurisdiction.

(iii) Nothing in this Section 11(a) shall affect the right of the Noteholder to serve process upon the Borrower in any manner authorized by the laws of any such jurisdiction.

(b) Venue. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by law, (i) any objection that it may now or hereafter have to the laying of venue in any action, suit, or proceeding relating to this Note in any court referred to in Section 11(a), and (ii) the defense of inconvenient forum to the maintenance of such action, suit, or proceeding in any such court.

(c) Waiver of Jury Trial. THE BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.

12. Successors and Assigns. This Note may be assigned or transferred by the Noteholder to any individual, corporation, company, limited liability company, trust, joint venture, association, partnership, unincorporated organization, governmental authority, or other entity.

13. Integration. This Note constitutes the entire contract between the Borrower and the Noteholder with respect to the subject matter hereof and supersedes all previous agreements and understandings, oral or written, with respect thereto.

14. Amendments and Waivers. No term of this Note may be waived, modified, or amended, except by an instrument in writing signed by the Borrower and the Noteholder. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

15. No Waiver; Cumulative Remedies. No failure by the Noteholder to exercise and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power. The rights, remedies, and powers herein provided are cumulative and not exclusive of any other rights, remedies, or powers provided by law.

16. Severability. If any term or provision of this Note is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Note or render such term or provision invalid or unenforceable in any other jurisdiction.

17. Noteholder’s Security Interest. THIS NOTE IS SECURED BY A SECURITY INTEREST IN CERTAIN ASSETS OF BORROWER MORE FULLY DESCRIBED IN THE SECURITY AGREEMENT DATED THE SAME DATE AS THIS NOTE BETWEEN BORROWER, AS DEBTOR, AND NOTEHOLDER, AS SECURED PARTY.

18. Documentary Stamp Taxes. Borrower is obligated to pay all documentary stamp, and any penalties and interest for the failure to pay the same, which may be due or become due in connection with this Note, and its failure to pay such amounts shall not become a defense to the enforcement of this Note.

19. Counterparts. This Note and any amendments, waivers, consents, or supplements hereto may be executed in counterparts, each of which shall constitute an original, but all of which taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Note by facsimile or in electronic ("pdf" or "tif" or any other electronic means that reproduces an image of the actual executed signature page) format shall be as effective as delivery of a manually executed counterpart of this Note.

20. Governing Document. In the event of any inconsistency between this Promissory Note and the Asset Purchase Agreement attached hereto or any other document or instrument executed or delivered pursuant hereto or in connection herewith, the Asset Purchase Agreement shall govern.

21. Electronic Execution. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures, pursuant to the Electronic Signature Act of 1996 (§ 668.001 et seq., Fla. Stat.) and the Uniform Electronic Transaction Act (§ 668.50, Fla. Stat.) as amended from time to time.

[SIGNATURE PAGE ATTACHED]

IN WITNESS WHEREOF, the Borrower has executed this Note as of April 5 , 2024.

BORROWER:

AVANT TECHNOLOGIES, INC., a Nevada corporation

By: ____/s/ Tim Lantz______

Name: Tim Lantz

Title: Chief Executive Officer

ACKNOWLEDGED AND ACCEPTED BY

NOTEHOLDER:

WIRED4HEALTH, INC., a Florida Corporation

By: /s/ Paul Averill___

Name: Paul Averill

Title: Chief Executive Officer

SECURITY AGREEMENT

This SECURITY AGREEMENT, dated as of April 5, 2024 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this "Agreement"), is made by and among AVANT TECHNOLOGIES, INC., a Nevada corporation (the "Grantor"), in favor of WIRED4HEALTH, INC., a Florida corporation (the "Secured Party").

RECITALS:

WHEREAS, on the date hereof, Grantor and the Secured Party entered into an Asset Purchase Agreement pursuant to which the Secured Party sold its business assets to Grantor;

WHEREAS, on the date hereof, pursuant to the terms of said Asset Purchase Agreement, the Secured Party has made a loan to the Grantor in an aggregate unpaid principal amount of ONE MILLION TWO HUNDRED THOUSAND DOLLARS AND ZERO CENTS ($1,200,000.00),

evidenced by that certain Secured Promissory Note of even date herewith (as amended, supplemented or otherwise modified from time to time, the "Promissory Note") made by the Grantor and payable to the order of the Secured Party. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Promissory Note; and

WHEREAS, under the terms of this Agreement, the Grantor desires to grant to the Secured Party a security interest in the Collateral, as defined herein, to secure any and all Secured Obligations, as defined herein.

NOW THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS. All capitalized terms used herein without definitions shall have the respective meanings set forth in the Promissory Note. Unless otherwise defined herein, terms used herein that are defined in the Uniform Commercial Code as in effect from time to time in the State of Florida (the "UCC") shall have the meanings assigned to them in the UCC. However, if a term is defined in Article 9 of the UCC differently than in another Article of the UCC, the term has the meaning specified in Article 9.

2. GRANT OF SECURITY INTEREST. For value received, the Grantor hereby grants to the Secured Party, to secure the payment and performance in full of all of the Secured Obligations (as defined in Section 3 of this Agreement), a security interest in and pledges and assigns to the Secured Party the following properties, assets, and rights of the Grantor, wherever located, whether the Grantor now has or hereafter acquires an ownership or other interest or power to transfer, and all proceeds and products thereof, and all books and records relating thereto (all of the same being hereinafter called the "Collateral"): those certain contracts described as Wired4Health Agreement and amendments with Sentry Data Systems/Craneware; Wired4Health Agreement between W4H and Respec, Inc.; Wired4Health Agreements between W4H and all of its employees and contractors assigned to Sentry Data Systems/Craneware and Respec customer accounts; Wired4Health.Com, and any associated or related intellectual property rights, all related domains, logos, customer lists and agreements, email lists, passwords, usernames and trade names, and all of the related social media accounts; that certain “Wired4Health” Chase Business checking account, and all cash and non-cash proceeds therefrom.

3. SECURED OBLIGATIONS. This Agreement secures the prompt and full performance and payment of all of the indebtedness, obligations, liabilities, and undertakings of the Grantor to the Secured Party, of any kind or description, individually or collectively, whether direct or indirect, joint or several, absolute or contingent, due or to become due, voluntary or involuntary, now existing or hereafter arising (including, all interest, reasonable and documented fees (including attorneys' fees), costs, and expenses that the Grantor is hereby or otherwise required to pay and perform pursuant to the Asset Purchase Agreement, Promissory Note, this Agreement, or any other loan document, by law or otherwise accruing before and after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Grantor, whether or not a claim for post-petition interest, fees or expenses is allowed in such proceeding), irrespective of whether for the payment of money, under or in respect of the Asset Purchase Agreement, Promissory Note, this Agreement, or any other loan document, including instruments or agreements executed and delivered pursuant thereto or in connection therewith (the "Secured Obligations").

4. CHANGES IN GRANTOR. The Grantor hereby agrees to notify the Secured Party, in writing or via electronic communication, at least ten (10) days before any of the following actions: (a) change in the location of the Grantor's place of business; (b) change in the Grantor's name; (c) change in the Grantor's type of organization; (d) change in the Grantor's jurisdiction of organization; and (e) change in the Grantor's corporate structure.

5. TRANSFER OF COLLATERAL. The Grantor shall not sell, offer to sell, assign, lease, license, or otherwise transfer, or grant, create, permit, or suffer to exist any option, security interest, lien, or other encumbrance in, any part of the Collateral (except for sales or leases of inventory or licenses of general intangibles in the ordinary course of business), without prior written approval from the Secured Party.

6. GRANTOR REPRESENTATIONS AND WARRANTIES. The Grantor hereby represents, warrants, and covenants that: (a) the Grantor owns or has good and marketable title to the Collateral and no other person or organization can make any claim of ownership of any kind on the Collateral; (b) the Grantor has the full power, authority and legal right to grant the security interest in the Collateral; (c) the Collateral is free from any and all claims, encumbrances, rights of setoff or any other security interest or lien of any kind except for the security interest in favor of the Secured Party created by this Agreement and (d) this Agreement creates in favor of the Secured Party a valid security interest in the Collateral, securing payment of the Secured Obligations, and such security interest is first priority. The Grantor will defend the Collateral against all claims and demands made by all persons claiming either the Collateral or any interest in it.

7. GRANTOR COVENANTS AND INSURANCE. The Grantor hereby grants to the Secured Party the right to enter the Grantor's property to inspect the Collateral (or any documents related to the Collateral) at any reasonable time, provided that the Secured Party gives the Grantor notice within twenty-four (24) hours of any inspection, however in no case shall notice be required if the Secured Party enters the Grantor's property for the purposes of remedying a breach of this Agreement as provided in Section 10 of this Agreement. The Grantor hereby assigns to the Secured Party all rights to any proceeds of any insurance procured on the Collateral, and authorizes the Secured Party to receive such payments and execute any and all documents required to receive such payments.

8. PERFECTION OF SECURITY INTEREST. The Grantor agrees that at any time and from time to time, at the expense of the Grantor, the Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral. The Grantor hereby authorizes the Secured Party to file or record any document necessary to perfect, continue, amend, or terminate its security interest in the Collateral, including, but not limited to, any financing statements, including amendments, authorized to be filed under the UCC, without signature of the Grantor where permitted by law, including the filing of a financing statement describing the Collateral. The Grantor also hereby ratifies any previously filed documents or recordings regarding the Collateral, including but not limited to, any and all previously filed financing statements.

9. REMEDIES. If an Event of Default shall have occurred and be continuing, the Secured Party may do any or all of the following: (a) declare all Secured Obligations immediately due and payable; (b) enter the Grantor's property where the Collateral is located and take possession of the Collateral without demand or legal process; (c) require the Grantor to assemble and make available the Collateral at a specific time and place designated by the Secured Party; (d) sell, lease, or otherwise dispose of the Collateral at any public or private sale in accordance with the law; and (e) enforce payment of the Secured Obligations and exercise any rights and remedies available to the Secured Party under law, including, but not limited to, those rights and remedies available to the Secured Party under Article 9 of the UCC.

10. SECURED PARTY RIGHTS. Any and all rights of the Secured Party provided by this Agreement are in addition to any and all rights available to the Secured Party by law, and shall be cumulative and may be exercised simultaneously. No delay, omission, or failure on the part of the Secured Party to exercise or enforce any of its rights or remedies, either granted under this Agreement or by law, shall constitute an estoppel or waiver of such right or remedy or any other right or remedy. Any and all rights of the Secured Party provided by this Agreement shall inure to the benefit of its successors and assigns.

11. SEVERABILITY AND MODIFICATION. If any of the provisions in this Agreement is determined to be invalid, illegal, or unenforceable, such determination shall not affect the validity, legality, or enforceability of the other provisions in this Agreement. No waiver, modification or amendment of, or any other change to, this Agreement will be effective unless done so in a separate writing signed by the Secured Party.

12. GOVERNING DOCUMENT: In the event of any inconsistency between this Security Agreement and the Asset Purchase Agreement attached hereto or any other document or instrument executed or delivered pursuant hereto or in connection herewith, the Asset Purchase Agreement shall govern.

13. NOTICES. Any notice or other communication required or permitted to be given under this Agreement, including, without limitation, notices under Section 4 and Section 5 of this Agreement, shall be given and shall become effective in accordance with the Promissory Note.

14. ENTIRE AGREEMENT. This Agreement (including all documents referred to herein) represents the entire agreement between the Grantor and the Secured Party, and supersedes all previous understandings and agreements between the Grantor and the Secured Party, whether oral or written, regarding the subject matter hereof.

15. JURISDICTION. This Agreement will be interpreted and construed according to the laws of the State of Florida, including, but not limited to, the UCC, without regard to choice-of-law rules in any jurisdiction.

IN WITNESS WHEREOF, the undersigned Grantor and Secured Party have executed this Security Agreement as of the date first above written.

GRANTOR:

AVANT TECHNOLOGIES, INC., a Nevada

corporation

By:_/s/ Tim Lantz

Name: Tim Lantz

Title: Chief Executive Officer

SECURED PARTY:

WIRED4HEALTH, INC., a Florida corporation

By: ___/s/ Paul Averill____

Name: Paul Averill

Title: Chief Executive Officer

Cover	Apr. 05, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 05, 2024
File Number	333-225433
Registrant Name	AVANT TECHNOLOGIES INC.
Entity Central Index Key	0001740797
Tax Identification Number	38-4053064
Incorporation State	NV
AddressLine1	5348 Vegas Drive
AddressCity	Las Vegas
AddressState	NV
AddressPostalZipCode	89108
CityAreaCode	866
LocalPhoneNumber	533-0065
WrittenCommunications	false
SolicitingMaterial	false
PreCommencementTenderOffer	false
PreCommencementIssuerTenderOffer	false
EmergingGrowthCompany	true
ExTransitionPeriod	false