Item 1.01 Entry into a Material Definitive Agreement

On February 24, 2023 (the "Closing Date"), GenuFood Energy Enzymes Corp. (the "Company") entered into a Subscription Agreement with each of certain subscribers (each, a "Purchaser" and collectively, the "Purchasers") who have subscribed to purchase a certain amount of shares of common stock of the Company, par value 0.001 (the "Common Stock"), as set forth in that respective purchasers Subscription Agreement, each subscribing for not less than $5,000 and up to 5,000,000 shares at a purchase price of US$0.001 per share. The Company was conducting this private offering (the "Offering") pursuant to a private placement memorandum (the "PPM") whereby the Company was offering and selling a minimum amount of $500,000 (the "Minimum Offering Amount") and maximum of $1,000,000 of its common shares to accredited investors and non-U.S. persons (as defined below).

On February 22, 2023, the board of directors of the Company (the "Board") approved to close the Offering below the Minimum Offering Amount. As of the Closing Date, the Company received aggregate proceeds from the Purchasers in the amount of $375,000. The Company intends to use the proceeds for general corporate purposes, including, but not limited to, purchasing and installing EV chargers, payroll and benefits, administrative and office expenses and professional fees. Each Purchaser acknowledges and agrees its subscription for the Company's common stock shall not be transferable or assignable by the Purchaser pursuant to the Subscription Agreement.

This Offering was made in reliance on the exemptions from the registration and qualification requirements of the Securities Act and applicable state securities laws. The Company has accepted subscriptions to purchase shares of Common Stock only from a person who is either:

? an accredited investor as that term is defined in Rule 501(a) of Regulation D

under the Securities Act of 1933, as amended (the "Securities Act"); or

? a person who is not a "U.S. person" as that term is defined in Rule 902(k)

promulgated under the Securities Act.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in Item 1.01 of this Current Report on Form 8-K concerning this Offering pursuant to the Subscription Agreement is incorporated herein by reference. The shares of Common Stock issued and sold under the Subscription Agreement as described in Item 1.01 were offered and sold by the Company in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D thereunder.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits




Exhibit
Number         Description
Exhibit 10.1     Form of Genufood Energy Enzymes Corp. Subscription Agreement, dated
               February 24, 2023
Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL
               document)




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