Item 1.01. Entry Into a Material Definitive Agreement.

On May 4, 2022, Cruzani, Inc., (the "Company"), Bowmo Merger Sub, Inc. ("Merger Sub").Bowmo, Inc. ("Bowmo") and Michael E. Lakshin on behalf of the shareholders of Bowmo entered into an Agreement and Plan of Merger (the "Agreement"), pursuant to which Merger Sub will merge with and into Bowmo.

Pursuant to the Agreement, the purchase price for Bowmo (the "Purchase Price") shall be shares of the Company's Series G Preferred Stock holding the voting rights to 78% of the total voting equity securities.

The Agreement contains customary representations and warranties, operating covenants and termination rights.

The foregoing provides only a brief description of the material terms of the Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the Agreement filed as an exhibit to this Current Report on Form 8-K, and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.

Number    Exhibit

2.1 Agreement and Plan of Merger dated May 4, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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