Item 1.01 Entry into a Material Definitive Agreement

Securities Purchase and Exchange Agreement and Registration Rights Agreement

Commencing September 7, 2022, Renovare Environmental, Inc. (the "Company") entered into a Securities Purchase and Exchange Agreement (the "Agreement") and a Registration Rights Agreement (the "Registration Rights Agreement") with certain accredited investors (the "Investors"). Pursuant to the Agreement, the Company agreed to sell and the Investors agreed to purchase in a private placement offering (the "Offering") in the aggregate offering amount of $1,500,000: (i) 1,822 shares of the Company's newly-created Series G Convertible Preferred Stock, par value $0.0001 per share (the "Series G Shares"); (ii) accompanying preferred stock purchase warrants to purchase an additional 1,822 Series G Shares at an exercise price of $830 per share and expiring in eighteen (18) months (the "Preferred Stock Warrants"); and (iii) Series G Common Stock Purchase Warrants (the "Series G Warrants") to purchase 45,550,000 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") at an exercise price of $0.116 per share of Common Stock expiring in five (5) years. In connection with the Offering, the Company exchanged an aggregate of 504 Series G Shares and Series G-1 Common Stock Purchase Warrants to purchase 8,750,000 shares of Common Stock in exchange for the cancellation of an aggregate amount of $503,007.32 of obligations. Additionally, in connection with the Offering, the Company sold an aggregate of 150 shares of a newly-created Series I Convertible Preferred Stock, par value $0.0001 per share (the "Series I Shares") for an aggregate offering amount of $144,464.44. Also in connection with the Offering, pursuant to the Agreement, the Company exchanged an aggregate of $2,246,511.76 in previously issued and outstanding debt obligations as well as 100,000 shares of Common Stock for 3,213 shares of the Company's newly-created Series H Convertible Preferred Stock, par value $0.0001 per share (the "Series H Shares"). In connection with the Offering, the Company also exchanged 2,141,667 shares of Common Stock and warrants to purchase an additional 2,141,667 shares of Common Stock for 1,286 Series I Shares. Investors also exchanged 100,000 shares of Common Stock and 429,674 shares of the Company's preferred shares, and $1,144,477 of outstanding notes for 7,706 Series G Shares, 400,000 Series C-1 Shares and Series G-1 Common Stock Purchase Warrants to purchase 15,650,000 shares of Common Stock. The Preferred Stock Warrants include a forced exercise provision which, under certain circumstances, allow the Company to force the Investors to purchase up to an additional $2,000,000 of securities sold in the Offering.

The Series G Shares rank senior to all of the Company's other securities and are initially convertible into shares of Common Stock at a conversion price equal to four cents ($0.04) (the "Conversion Price") subject to adjustment upon the issuance of the Company's securities at a price per share less than the Conversion Price, upon the subdivision or reclassification of the Common Stock, if the volume weighted average price of the Common Stock on the Company's principal trading market exceeds the Conversion Price when the registration statement the Company is required to file in connection with the Offering is declared effective, or the three, six, nine and twelve month anniversaries of the Closing Date. The Series G Shares are also subject to redemption upon a "Triggering Event" which includes: the failure to file the registration statement within the deadline provided in the Registration Rights Agreement; the failure to maintain the effectiveness of the registration statement; the suspension of the Common Stock from trading; failure to timely deliver the shares of Common Stock upon a conversion or exercise of the Company's securities; failure to maintain sufficient reserves of Common Stock; failure to declare a dividend required to be paid or any amount required to be paid to a holder, a default under indebtedness of the Company; and the bankruptcy of the Company, among other items. Upon a Triggering Event, dividends on the Series G Shares shall accrue at the rate of eighteen percent (18%) per annum, the holders may convert the Series G Shares at the Market Price, and the holders may require the Company to redeem the Series G Shares at their stated value plus a premium. The Series G Shares do not vote on matters the holders of Common Stock are entitled to vote upon.

The Series H Shares rank senior to all of the Company's other securities, excluding the Series G Shares, and are otherwise identical to the Series G Shares.

The Series I Shares are convertible into shares of Common Stock at the conversion price of $0.04, subject to adjustment for combinations and following the Company's proposed reverse stock split the lower of the split-adjusted conversion price of the price of the Common Stock on the Company's principal market. The Series I Shares do not vote on matter the holders of Common Stock are entitled to vote upon.

The required holders of the Company's Series A Convertible Preferred Stock, Series D Convertible Preferred Stock and Series F Convertible Preferred Stock (the "Junior Preferred Stock") consented to the Series G Shares and the Series H Shares be senior to the Junior Preferred Stock with respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding-up of the Company.

The Series C-1 Shares vote on matters the holders of Common Stock are entitled to vote upon at the rate of one vote per share except the vote on the matters of: a reverse split of the Common Stock; an increase in the number of authorized . . .

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02 in its entirety. The Securities that have been and may be issued under the Purchase Agreement are being offered and sold in a transaction exempt from registration under the Securities Act, in reliance on the exemptions afforded under Section 4(a)(2) of the Securities Act and Rule 506(d) of Regulation D promulgated thereunder. The Investors have represented to the Company in the Purchase Agreement that they are "accredited investors," as defined in Rule 501(a) of Regulation D under the Securities Act, and is acquiring such shares under the Purchase Agreement for investment purposes only and not with a view towards the public sale or distribution thereof in violation of applicable U.S. federal securities laws or applicable state securities or "Blue Sky" laws.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any shares of our Common Stock nor shall there be any sale of the shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03 in its entirety.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On September 8, 2022, Tony Fuller resigned as the Company's Chief Executive Officer and a member of the Company's Board of Directors. Mr. Fuller did not indicate that his decision to resign was a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



  4.1        Certificate of Designations of Series C-1 Redeemable Preferred Stock
  4.2        Amended and Restated Certificate of Designations of Series G Convertible
           Preferred Stock
  4.3        Amended and Restated Certificate of Designations of Series H Convertible
           Preferred Stock
  4.4        Amended and Restated Certificate of Designations of Series I Convertible
           Preferred Stock
  10.1       Securities Purchase and Exchange Agreement by and between the Company
           and certain investors dated September 7, 2022
  10.2       Form of Preferred Stock Purchase Warrant
  10.3       Form of Series G Common Stock Purchase Warrant
  10.4       Form of Series G-1 Common Stock Purchase Warrant
  10.5       Registration Rights Agreement by and between the Company and certain
           investors dated September 7, 2022
  10.6       Placement Agency Agreement with Network 1 Financial Securities, Inc.
           dated August 18, 2022
104        Cover Page Interactive Data File (Embedded within the Inline XBRL document
           and included in Exhibit)

© Edgar Online, source Glimpses