CRUZANI, INC. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On July 25, 2022, Cruzani, Inc. (the "Company") entered into a Securities Purchase Agreement (the "SPA") and warrant to purchase 1,500,000,000 shares (the "Warrant"), each convertible into shares of common stock of the Company (the "Common Stock") with an institutional investor (the "Investor") in connection with the issuance of a convertible note of the Company in favor of the Investor in the aggregate principal amount of $165,000.00 (the "Note").

The Note bears interest at the rate of 12% per annum and has a maturity date of June 15, 2023. In the event of a qualifying public offering of common stock by the Company prior to the maturity date, the Note shall be immediately payable from certain proceeds such offering.

The Warrant has a seven-year term from the date of issuance, is exercisable from the date of issuance, and includes "full-rachet" anti-dilution protection.

Item 9.01. Financial Statements and Exhibits.

           Exhibits

  99.1       Secured Convertible Promissory Note

  99.2       Securities Purchase Agreement by and between the Company and Investor

  99.3       Common Stock Purchase Warrant

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