Item 1.01 Entry into a Material Definitive Agreement.

On November 22, 2022, Nowtransit Inc. (the "Company") entered into a Stock Purchase Agreement (the "Agreement") with an accredited investor pursuant to which the Company sold to the purchaser 40,000 shares of the Company's Series A Convertible Preferred Stock (the "Series A") at a purchase price of $1.00 per share (the "Offering"). The Company received $40,000 in gross proceeds from the Offering, before deducting legal fees and related offering expenses. Each share of the Series A is convertible into three shares of the Company's common stock at the holder's election, subject to a 4.99% beneficial ownership limitation which may be increased to 9.99% upon 61 days' notice.

The foregoing description of the terms of the Series A and the Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the copies of the Series A and the Agreement, which were filed as Exhibits 10.1 and 10.2 to the Form 10-K dated November 26, 2021 and Form 10-Q dated January 14, 2022, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits.



                                                                                         Filed or
                                                          Incorporated by Reference      Furnished
Exhibit #             Exhibit Description               Form         Date       Number   Herewith

3.1 Certificate of Designation of Series A 10-K 11/26/2021 3.3


            Convertible Preferred Stock
  10.1        Stock Purchase Agreement dated            10-Q      1/14/2022      10.1
            November 3, 2021*

104 Cover Page Interactive Data File


            (embedded within the Inline XBRL
            document)

* Certain schedules and other attachments have been omitted. The Company

undertakes to furnish the omitted schedules and attachments to the Securities

and Exchange Commission upon request.

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