Item 1.01 Entry into a Material Definitive Agreement.

On November 30, 2021, The Healing Company Inc. (the "Company" or "we") entered into share purchase agreements and share restriction agreements with certain investors for the purchase of an aggregate of 4,675,000 Seed Preferred Shares, $0.001 par value (the "Seed Preferred Shares"), at $2.00 per share for total proceeds of $9,350,000. as more fully described under Item 3.02 below. The disclosure set forth in Item 3.02 of this Current Report is incorporated by reference into this Item 1.01.

The form of the share purchase agreement and the share restriction agreement were filed previously as Exhibits 10.1 and 10.2, respectively, to our Current Report on Form 8-K filed with the SEC on October 15, 2021. The summaries of the terms of these documents contained herein are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.

The Company will issue the shares pursuant to the subscription agreements upon receipt of the subscription funds for the shares subscribed for. Presently $8,350,000 remains as a subscription receivable from two individual subscribers with respect to the Transaction.

Item 3.02 Unregistered Sales of Equity Securities.

On November 30, 2021, we entered into definitive agreements with non-U.S. persons to issue a second tranche of our Seed Preferred Shares in a private transaction (the "Transaction"). Under the terms of the Transaction, we agreed to sell an aggregate of 4,675,000 Seed Preferred Shares at $2.00 per share for aggregate proceeds of $9,350,000. During October and November 2021 the Company accepted subscriptions for a total of $10,000,000 in gross proceeds for 5,000,000 Seed Preferred Shares, of which 4,675,000 shares remain unissued as of the date of this Current Report on Form 8-K. The Seed Preferred Shares sold in the Transaction will be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act") under Regulation S promulgated under the Securities Act in that offers, sales and issuances under the scope of the Transaction were not made to persons in the United States and no directed selling efforts were made in the United States.






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