GENUFOOD ENERGY ENZYMES CORP. : Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

Hukui Biotechnology Corporation ("Hukui") and Genufood Energy Enzymes Corp. (the "Company", "us" or "we") entered into a Series C Preferred Shares Subscription Agreement dated September 23, 2020 (the "Hukui Agreement"), pursuant to which we agreed to purchase an aggregate 200,000 shares of Hukui's Series C Preferred Stock ("Series C Preferred Shares") at $10.00 per share, for an aggregate investment of $2,000,000.

The Hukui Agreement provided that we would purchase the Series C Preferred Shares in three tranches, through a date on or before June 30, 2022, as follows:

  ? The first tranche is 80,000 Series C Preferred Shares in the amount of
    $800,000 (the "First Tranche Investment"), such shares having been purchased
    by us on December 15, 2020 (the "First Tranche Closing");




  ? The second tranche is 60,000 Series C Preferred Shares in the amount of
    $600,000 (the "Second Tranche Investment"), such shares having been purchased
    by us on June 25, 2021 (the "Second Tranche Closing"); and




  ? The third tranche is 60,000 Series C Preferred Shares in the amount of
    $600,000 (the "Third Tranche Investment"), such shares to have been purchased
    on or before June 30, 2022 (the "Third Tranche Closing").

As previously reported, an individual (the "Purchaser"), Hukui and we entered into a Stock Purchase Agreement dated as of November 17, 2021 (the "Stock Purchase Agreement"), pursuant to which we sold the 140,000 shares of Hukui's Series C Preferred Stock that we had purchased in the First Tranche Closing and the Second Tranche Closing (the "Hukui Shares") to the Purchaser for $350,000 in cash, or $2.50 per share. The sale of the Hukui Shares closed on November 19, 2021.

As also previously reported, we entered into the Stock Purchase Agreement to address the possibility that, as a result of our purchase of the first 80,000 of the Hukui Shares in the First Tranche Closing, as well as the 60,000 additional Hukui Shares in the Second Tranche Closing, we may have been deemed to be an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). To the extent that we may have been deemed to be an investment company, we had been relying on Rule 3a-2 promulgated under the Investment Company Act, allowing us to terminate our investment company status on or before December 15, 2021, the first anniversary of our purchase of the first 80,000 of the Hukui Shares, without having to register and be regulated as an investment company.

Believing that it was not, and still is not, in the best interests of the Company and its shareholders to register and be regulated as an investment company under the Investment Company Act, Hukui and we entered into an Agreement dated as of December 17, 2021 (the "Termination Agreement"), pursuant to which our obligation to make the Third Tranche Investment was terminated and the Hukui Agreement was terminated. As a result, we have no continuing contractual obligation to make any investment in Hukui. Additionally, the possibility that we could again become an inadvertent investment company under the Investment Company Act has been removed.

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Item 1.02 Termination of a Material Definitive Agreement

The Termination Agreement with Hukui, as more fully discussed in Item 1.01, "Entry into a Material Definitive Agreement", provides, among other things, that the Hukui Agreement has been terminated. We incurred no early termination penalties in connection with the termination of the Hukui Agreement.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits.



Item       Description
10.1         Agreement dated as of December 17, 2021 by and between Genufood
           Energy Enzymes Corp., a Nevada corporation, and Hukui Biotechnology
           Corporation, an international company incorporated in Samoa

104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)




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