UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~ 24September 9, 2022

HOME BISTRO, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada		000-56222		27-1517938
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

4014 Chase Avenue, #212

Miami Beach, FL 33140

(Address of Principal Executive Offices, Zip Code)

(631) 964-1111

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On September ~~August 24~~9, 2022 (the “Issue Date”), Home Bistro, Inc., a Nevada corporation (the “Company”), entered into a ~~certain~~ Securities Purchase Agreement dated as of ~~August~~September 249, 2022 (the “SPA”), by and between the Company and ~~1800~~Greentree ~~Diagonal~~Financial ~~Lending~~Group, ~~LLC~~Inc., a ~~Virginia~~Florida ~~limited~~corporation ~~liability company~~ (the “Investor”). Pursuant to the SPA, among other things, the Company agreed to issue to the Investor (i) a convertible note in the original principal amount of $~~104~~150,~~250~~000.00 (the “Note”) and (ii) a warrant to purchase up to 666,667 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) (the “Warrant,” and together with the SPA, and the Note, the “Agreements”). Upon closing, the Company received $~~104~~123,~~250~~000.00 in gross proceeds from the Investor.

The Note ~~accrues~~matures ~~interest~~on atSeptember an9, ~~annual~~2023. ~~interest rate~~The ofInvestor 8%may ~~and~~only aconvert ~~default~~the ~~interest~~Note ~~rate~~at ofany ~~22%,~~time ~~and matures~~ on ~~August~~or ~~24,~~following ~~2023~~ (~~the “Maturity Date”~~i). ~~The Investor may convert~~ the ~~Note~~occurrence ~~into~~of ~~shares~~an event of ~~the~~default ~~Company’s~~under ~~common~~the ~~stock,~~Note ~~par~~or ~~value~~(ii) ~~$0.001~~the ~~per~~date ~~share (~~the ~~“Common~~Company ~~Stock”), 180~~consummates ~~days~~an ~~after~~offering ~~the~~that ~~Issue~~results ~~Date~~in ~~until~~ the ~~later~~listing of ~~(i)~~ the ~~Maturity~~Company’s Common ~~Date~~Stock ~~and~~on ~~(ii)~~any ~~the~~national ~~date~~securities ~~the~~exchange ~~Company~~on ~~pays~~or ~~any~~before ~~amounts~~180 ~~owed~~calendar indays ~~connection with~~after anthe ~~event~~Issue ofDate ~~default~~(an “Uplist Offering”). The per share conversion price into which the Note is convertible into shares of Common Stock (the “Conversion Price”) is 65equal to the lower of (i) 75% ~~multiplied~~of bythe closing price of the ~~average~~Common Stock on the date of the investment, and (ii) 90% of the lowest ~~two~~volume ~~closing~~weighted ~~bid~~average ~~prices~~price for the Common Stock during the ~~ten~~five trading ~~days~~ day period ending on the ~~last~~latest complete trading day prior to the conversion date, provided, however, that if the Company consummates an Uplist Offering, then the Conversion Price will equal 75% of the offering price per share of Common Stock (or unit, if units are offered in the Uplist Offering) at which the Uplist Offering is made.

~~The~~Upon the ~~Company~~occurrence ~~has~~and during the ~~right~~continuation toof ~~prepay~~any ~~the~~event ~~outstanding principal~~of ~~amount~~default ofunder the Note, ~~plus any accrued interest on~~ the ~~outstanding~~Note ~~principal~~becomes ~~(including~~immediately ~~any~~due ~~default~~and ~~interest)~~payable atand athe Company ~~rate~~is ofobligated ~~(x) 120%~~to ~~during~~pay the ~~period~~Investor ~~ending~~in ~~120~~full ~~days~~satisfaction ~~after~~of ~~the~~its ~~Issue~~obligations ~~Date~~thereunder ~~and~~an ~~(y)~~amount ~~125%~~equal ~~during~~to the ~~period~~principal ~~between~~amount ~~121 days and 180 days after the Issue~~then ~~Date.~~outstanding ~~The~~plus ~~Company~~accrued ~~does~~interest ~~not~~(including ~~have~~any adefault ~~prepayment~~interest) ~~right~~through ~~following~~ the ~~expiration~~date of ~~the~~full ~~180~~repayment ~~day~~multiplied ~~period~~by 150%.

~~Upon the occurrence and during the continuation~~The ofobligations ~~any event of default~~ under the Note, ~~the~~are ~~Note~~not ~~becomes~~secured ~~immediately~~by due and payable and the Company is obligated to pay the Investor in full satisfaction of its obligations thereunder an amount equal to the greater of (i) the principal amount then outstanding plus accrued interest (including any ~~default~~assets ~~interest) through the date~~ of ~~full repayment multiplied by 150% and (ii)(a)~~ the highest number of shares of Common Stock issuable upon conversion of the default sum at the Conversion Price, multiplied by (b) the highest closing price for the Common Stock during the period beginning on the date of first occurrence of the event of default and ending one day prior to the mandatory prepayment dateCompany.

The Warrant ~~obligations~~provides the Investor with the right to purchase up to up to 666,667 shares of Common Stock at an exercise price of $0.225, provided, ~~under~~however, that if the ~~Note~~Company consummates an Uplist Offering, then the exercise price shall equal 120% of the offering price per share of Common Stock (or unit, if units are ~~not~~offered ~~secured~~in bythe ~~any~~Uplist ~~assets~~Offering) at which the Uplist Offering is made. The right to purchase such shares of Common Stock under the ~~Company~~Warrant is subject to the adjustments and the Investor ownership limitations set forth therein, until the date which is the last calendar day of the month in which the third anniversary of the Issue Date occurs.

The ~~Agreements~~Note ~~contain~~and ~~other~~the ~~provisions,~~Warrant ~~covenants~~also ~~and~~provide ~~restrictions~~the ~~common~~Investor with ~~this~~certain ~~type~~“piggyback” ofregistration ~~debt~~rights, ~~transaction.~~permitting ~~Furthermore,~~it to request that the Company ~~is subject~~include tothe ~~negative~~shares ~~covenants~~issued ~~under~~upon conversion of the ~~Agreements~~Note or exercise of the Warrant, ~~which~~respectively, for sale in certain registration statements filed by the Company ~~also~~under ~~believes~~the ~~are~~Securities ~~also~~Act ~~customary~~of ~~for~~1933, ~~transactions~~as ofamended ~~this~~(the ~~type~~“Securities Act”).

The Agreements ~~preceding~~contain ~~summaries~~other ofprovisions, ~~the~~covenants ~~SPA~~ and ~~the~~restrictions ~~Note do~~common ~~not~~with ~~purport~~this totype beof ~~complete~~debt ~~and~~transaction. ~~are~~Furthermore, ~~qualified~~the inCompany ~~their~~is subject ~~entirety by reference~~ to ~~the~~certain ~~full~~covenants ~~text~~under of the ~~SPA~~Agreements, ~~and~~which the ~~Note,~~Company ~~which~~also believes are ~~filed as~~also ~~Exhibits~~customary ~~10.1~~for ~~and~~transactions ~~10.2,~~of ~~respectively, to~~ this ~~Current Report on Form 8-K and incorporated herein by reference~~type.

The ~~Agreements have been included as exhibits~~ topreceding ~~this~~summaries ~~Current~~of ~~Report~~the onSPA, ~~Form~~the ~~8-K~~Note ~~to provide investors~~ and ~~securityholders~~the ~~with~~Warrant ~~information~~do ~~regarding certain of its terms. This information is~~ not ~~intended~~purport to ~~provide~~be ~~any~~complete ~~financial or other information about the parties to the Agreements or their respective subsidiaries or affiliates. The representations, warranties~~ and ~~covenants~~are ~~contained~~qualified in ~~the~~their ~~Agreements~~entirety ~~are~~by ~~made only for purposes of the Agreements and~~reference asto of the ~~date~~full oftext ~~the Agreements, are solely for the benefit~~ of the ~~parties to the Agreements~~SPA, ~~may be subject to limitations agreed upon by~~ the ~~parties,~~Note and ~~may be subject to standards of materiality applicable to~~ the ~~parties~~Warrant, ~~that~~which ~~differ~~are ~~from~~filed ~~those~~as ~~applicable~~Exhibits ~~to investors~~10. ~~Investors should not rely on the representations~~1, ~~warranties~~10.2 and ~~covenants or any description thereof as characterizations of the actual state of facts or condition of the parties to the Agreements or any of their respective subsidiaries or affiliates~~10. ~~Moreover~~3, ~~information concerning the subject matter of the representations~~respectively, ~~warranties and covenants may change after the date of the Agreements, and such subsequent information may not be fully reflected in public disclosures by the parties~~ to ~~the~~this ~~Agreements. The information in the Agreements should~~Current beReport ~~considered~~on inForm ~~conjunction~~8-K ~~with the entirety of the factual disclosure about the Company in the Company’s public reports filed with the Securities~~ and ~~Exchange~~incorporated ~~Commission~~herein ~~(the~~by ~~“SEC”)~~reference.

1The Agreements have been included as exhibits to this Current Report on Form 8-K to provide investors and securityholders with information regarding certain of its terms. This information is not intended to provide any financial or other information about the parties to the Agreements or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Agreements are made only for purposes of the Agreements and as of the date of the Agreements, are solely for the benefit of the parties to the Agreements, may be subject to limitations agreed upon by the parties, and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the parties to the Agreements or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Agreements, and such subsequent information may not be fully reflected in public disclosures by the parties to the Agreements. The information in the Agreements should be considered in conjunction with the entirety of the factual disclosure about the Company in the Company’s public reports filed with the Securities and Exchange Commission (the “SEC”).

~~Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~1

~~The description of the Note set forth in~~ Item 12.0103 Creation of ~~this~~a ~~Current~~Direct ~~Report~~Financial onObligation ~~Form~~or ~~8-K~~an isObligation ~~incorporated~~under byan ~~reference~~Off-Balance ~~into~~Sheet ~~this~~Arrangement ~~Item~~of 2a Registrant.~~03.~~

The description of the Note set forth in Item 31.0201 ~~Unregistered~~of ~~Sales~~this ofCurrent ~~Equity~~Report ~~Securities~~on Form 8-K is incorporated by reference into this Item 2.03.

~~The descriptions of the SPA and the Note set forth in~~ Item ~~1.01 of this Current Report on Form 8-K are incorporated by reference into this Item~~ 3.02. ~~The~~Unregistered ~~shares~~Sales of ~~Common~~Equity ~~Stock issued pursuant to the SPA, and the Note, were issued in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the~~ Securities ~~Act and Rule 506(b) of Regulation D as promulgated by the SEC under the Securities Act~~.

The descriptions of the SPA, the Note and the Warrant set forth in Item 91.01 ~~Financial~~of ~~Statements~~this Current Report on Form 8-K are incorporated by reference into this Item 3.02. The shares of Common Stock issued pursuant to the SPA, and ~~Exhibits~~the Note and the Warrant, were issued in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D as promulgated by the SEC under the Securities Act.

~~(d)~~Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Securities Purchase Agreement, dated as of August 24, 2022, by and between Home Bistro, Inc. and 1800 Diagonal Lending LLC
10.2		Convertible Promissory Note, dated August 24, 2022, issued to 1800 Diagonal Lending LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(d) Exhibits.

Exhibit No.		Description
10.1		Securities Purchase Agreement, dated as of September 9, 2022, by and between Home Bistro, Inc. and Greentree Financial Group, Inc.
10.2		15% Convertible Note, dated September 9, 2022, issued to Greentree Financial Group, Inc.
10.3		Warrant to Purchase Shares of Common Stock, dated September 9, 2022, issued to Greentree Financial Group, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURES~~2

~~Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURES

	HOME BISTRO, INC.
Date: August 29, 2022	By:	/s/ Zalmi Duchman
		Name:	Zalmi Duchman
		Title:	Chief Executive Officer

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HOME BISTRO, INC.

Date: September 15, 2022	By:	/s/ Zalmi Duchman
		Name:	Zalmi Duchman
		Title:	Chief Executive Officer

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