UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

~~Date~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): September 9, 2022~~1934

~~HOME~~Date ~~BISTRO~~of Report (Date of earliest event reported): October 21, ~~INC.~~2022

~~(Exact~~Home ~~Name~~Bistro, ~~of Registrant as Specified in Charter)~~Inc.

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

(Exact name of registrant as specified in its charter)

4014 Chase Avenue, #212

Nevada		000-56222		27-1517938
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

~~Miami~~4014 Chase Avenue, #212, Miami Beach, FL 33140

~~(Address~~Phone: ~~of Principal Executive Offices, Zip Code~~(631) 964-1111

(~~631)~~Address, ~~964-1111~~including zip code, and telephone number, including area code, of

~~(Registrant~~registrant’s ~~telephone~~principal ~~number,~~executive ~~including area code~~offices)

~~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:~~N/A

☐(Former name ~~Written~~or ~~communication~~former ~~pursuant~~address, toif ~~Rule~~changed ~~425~~since ~~under~~last ~~the Securities Act (17 CFR 230.425~~report).

☐Check the ~~Soliciting~~appropriate ~~material~~box ~~pursuant~~below toif ~~Rule~~the ~~14a~~Form 8-12K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General ~~240~~Instruction A.~~14a-12)~~2. below):

☐ Written ~~Pre-commencement~~ communications pursuant to Rule ~~14d-2(b)~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14d-2(b~~425)).

☐ Soliciting ~~Pre-commencement~~material ~~communications~~ pursuant to Rule ~~13e~~l 4a-~~4(c)~~ l 2 under the Exchange Act ( 17 CFR 240.~~13e~~ l 4a-~~4(c~~ l 2)).

~~Securities~~☐ ~~registered~~Pre-commencement communications pursuant to ~~Section~~Rule 12l 4d-2(b) ofunder the Exchange Act: ~~None~~(17 CFR 240. l 4d-2(b))

~~Title~~☐ Pre-commencement ofcommunications ~~each~~pursuant ~~class~~to ~~Trading~~Rule ~~Symbol~~13e-4(sc) ~~Name~~under ofthe ~~each~~Exchange ~~exchange~~Act on(17 ~~which~~CFR ~~registered~~240. ~~N/A~~l ~~N/A N/A~~3e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of 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 13.0103 ~~Entry~~Material ~~into~~Modifications ato ~~Material~~Rights ~~Definitive~~of ~~Agreement~~Security Holders.

OnThe ~~September~~information 9,set ~~2022~~forth (the “Issue Date”), Home Bistro, Inc., a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement dated as of September 9, 2022 (the “SPA”), by and between the Company and Greentree Financial Group, Inc., a Florida corporation (the “Investor”). Pursuant to the SPA, among other things, the Company agreed to issue to the Investor (i) a convertible note in ~~the~~Item ~~original principal amount of $150,000~~5.~~00 (the~~03 ~~“Note”) and (ii) a warrant to purchase up to 666,667 shares~~ of ~~the~~this ~~Company’s~~Current ~~common~~Report ~~stock,~~on ~~par~~Form ~~value $0.001~~8-K ~~per~~is ~~share~~hereby ~~(the~~incorporated ~~“Common~~by ~~Stock”)~~reference ~~(the~~into ~~“Warrant,”~~this ~~and~~Item ~~together with the SPA and the Note, the “Agreements”)~~3. ~~Upon closing, the Company received $123,000~~03.~~00 in gross proceeds from the Investor.~~

~~The~~Item ~~Note matures on September 9, 2023~~5.03 ~~The~~Amendments Investor may only convert the Note at any time on or following (i) the occurrence of an event of default under the Note or (ii) the date the Company consummates an offering that results in the listing of the Company’s Common Stock on any national securities exchange on or before 180 calendar days after the Issue Date (an “Uplist Offering”). The per share conversion price into which the Note is convertible into shares of Common Stock (the “Conversion Price”) is equal to ~~the~~Articles ~~lower~~ of ~~(i)~~Incorporation 75% of the closing price of the Common Stock on the date of the investment, and (ii) 90% of the lowest volume weighted average price for the Common Stock during the five trading day period ending on the 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,~~Bylaws; ifChange ~~units are offered~~ in ~~the~~Fiscal ~~Uplist Offering) at which the Uplist Offering is made~~Year.

~~Upon~~On ~~the~~October ~~occurrence~~21, ~~and~~2022, ~~during~~Home ~~the~~Bistro, ~~continuation~~Inc., ofa ~~any~~Nevada ~~event~~corporation of(the ~~default~~“Company”), ~~under~~filed ~~the~~a ~~Note,~~Certificate ~~the~~of ~~Note~~Change ~~becomes~~pursuant ~~immediately~~to ~~due~~Nevada Revised ~~and~~Statutes ~~payable~~(“NRS”) ~~and~~78.207 with the ~~Company~~ isNevada ~~obligated~~Secretary of State to ~~pay~~effect ~~the~~a ~~Investor~~reverse instock ~~full~~split ~~satisfaction~~of the outstanding shares of ~~its~~common ~~obligations~~stock, ~~thereunder~~par anvalue ~~amount~~$0.001 ~~equal~~per toshares, and the ~~principal~~proportional ~~amount~~decrease ~~then outstanding~~of ~~plus~~the ~~accrued~~Company’s ~~interest~~authorized ~~(including~~shares ~~any~~of ~~default~~common ~~interest)~~stock at ~~through~~a ~~the~~ratio ~~date~~ of ~~full~~one-for-fifty ~~repayment~~(50) ~~multiplied~~(the by“Reverse ~~150%~~Stock Split”).

The ~~obligations~~Reverse ~~under~~Stock Split was authorized by the ~~Note~~Board ~~are~~of ~~not~~Directors ~~secured~~of the Company pursuant to Section 78.207 of the NRS on October 20, 2022 and, pursuant to the Certificate of Change, became effective as of 12:01 a.m., Pacific Time, on October 26, 2022 (the “Record Date”). No fractional shares will be issued in connection with the Reverse Stock Split and all such fractional interests will be rounded up to the nearest whole number of shares of Common Stock. As amended by ~~any~~the ~~assets~~Certificate of Change, the Company’s Articles of Incorporation now provide that the Company is authorized to issue up to 20,000,000 shares of common stock and up to 20,000,000 shares of preferred stock ($0. 001 par value per share).

~~The Warrant~~Beginning ~~provides~~on the ~~Investor~~Record ~~with~~Date, the ~~right~~CUSIP tonumber ~~purchase~~for ~~up to up to 666,667 shares of Common Stock at an exercise price of $0.225, provided, however, that if~~ the Company’s ~~consummates~~common anstock ~~Uplist~~will ~~Offering,~~be ~~then~~42706U ~~the exercise price shall equal 120% 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~~209. The right to purchase such shares of Common Stock under the 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~~On ~~Note~~the ~~and~~Record ~~the~~Date, ~~Warrant~~all ~~also~~options, ~~provide~~warrants ~~the~~and ~~Investor~~other ~~with~~convertible ~~certain~~securities ~~“piggyback”~~of ~~registration~~the ~~rights,~~Company ~~permitting~~outstanding itimmediately prior to ~~request~~the ~~that~~Reverse Stock ~~the~~Split ~~Company~~will ~~include~~be adjusted by dividing the number of shares ~~issued~~of ~~upon~~common ~~conversion~~stock ofinto which the ~~Note~~options, warrants and other convertible securities are exercisable or ~~exercise~~convertible ofby ~~the~~fifty ~~Warrant,~~(50) ~~respectively,~~and ~~for~~multiplying ~~sale~~the inexercise ~~certain~~or ~~registration statements~~conversion ~~filed~~price thereof by fifty (50), all in accordance with the ~~Company~~terms ~~under~~of the ~~Securities~~plans, ~~Act~~agreements ofor ~~1933~~arrangements governing such options, aswarrants ~~amended~~and (other convertible securities and subject to rounding to the ~~“Securities~~nearest ~~Act”)~~whole share.

The ~~Agreements~~Company ~~contain~~intends ~~other~~to ~~provisions,~~treat ~~covenants~~stockholders ~~and~~holding ~~restrictions~~shares of common ~~with~~stock ~~this~~in ~~type~~“street ofname” ~~debt~~(that ~~transaction.~~is, ~~Furthermore~~held through a bank, broker or other nominee) in the ~~Company~~same ismanner as stockholders of record whose shares of common stock are registered in their names. Banks, brokers ~~subject~~or toother ~~certain~~nominees ~~covenants~~will ~~under~~be instructed to effect the ~~Agreements~~Reverse Stock Split for their beneficial holders holding shares of our Common Stock in “street name;” however, ~~which~~these banks, brokers or other nominees may apply their own specific procedures for processing the ~~Company~~Reverse ~~also~~Stock ~~believes~~Split. Stockholders who are ~~also~~holding ~~customary~~their ~~for~~shares ~~transactions~~of Common Stock in electronic form at brokerage firms do not need to take any action, as the effect of ~~this~~the ~~type~~Reverse Stock Split will automatically be reflected in their brokerage accounts.

~~The~~Stockholders ~~preceding~~who ~~summaries~~are ofholding ~~the~~their ~~SPA,~~shares ~~the~~of ~~Note~~common ~~and~~stock ~~the~~electronically ~~Warrant~~in dodirect ~~not~~registered ~~purport~~book-entry toform be(“DRS”) ~~complete~~with Nevada Agency and ~~are~~Transfer ~~qualified~~Company, ~~in their entirety by reference to~~ the ~~full~~Company’s ~~text~~transfer ofagent (the ~~SPA~~“Transfer Agent”), ~~the~~will ~~Note~~not ~~and~~need ~~the~~to ~~Warrant,~~take ~~which~~action. ~~are~~The ~~filed~~Reverse Stock asSplit ~~Exhibits~~will ~~10.1,~~automatically ~~10.2~~be ~~and~~reflected ~~10.3,~~in ~~respectively,~~the toTransfer ~~this~~Agent’s ~~Current Report~~records and on ~~Form~~such ~~8-K~~stockholders’ ~~and~~next ~~incorporated~~account ~~herein by reference~~statement.

~~The~~Stockholders ~~Agreements~~holding ~~have~~paper ~~been~~certificates ~~included~~may as(but ~~exhibits~~are ~~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~~required to) ~~provide~~exchange ~~any financial or other information about the parties to the Agreements or~~ their ~~respective~~stock ~~subsidiaries~~certificates ~~or affiliates. The representations, warranties and covenants contained in the Agreements are made only~~ for ~~purposes~~post-split ofshares ~~the Agreements and as~~ of ~~the~~common ~~date~~stock ofheld electronically ~~the~~in ~~Agreements,~~DRS ~~are~~book-entry ~~solely for the benefit of the parties to the Agreements~~form, ~~may~~ bewhich ~~subject~~means tothey ~~limitations~~will ~~agreed~~not ~~upon~~receive byphysical ~~the~~stock ~~parties,~~certificates and ~~may~~will bereceive ~~subject~~a tostatement ~~standards~~ of ~~materiality applicable to the parties that~~ ~~differ~~account ~~from those applicable to investors. Investors should not rely on the representations, warranties~~ and ~~covenants~~instructions orfrom ~~any description thereof as characterizations of~~ the ~~actual~~Transfer ~~state~~Agent ofregarding ~~facts or condition of~~ the ~~parties~~transition to ~~the~~book-entry ~~Agreements~~share orregistration. ~~any~~To ofobtain ~~their~~a ~~respective~~Letter ~~subsidiaries~~of Transmittal or ~~affiliates.~~for ~~Moreover,~~instructions ~~information~~on ~~concerning~~how ~~the~~a ~~subject~~stockholder ~~matter~~should ofsurrender ~~the representations~~his, ~~warranties~~her ~~and~~or ~~covenants~~its ~~may~~certificates ~~change~~representing ~~after the~~pre-split ~~date~~shares of ~~the~~common ~~Agreements, and such subsequent information may not be fully reflected in public disclosures by the parties~~ stock to the ~~Agreements. The~~Transfer ~~information~~Agent in ~~the~~exchange ~~Agreements~~for ~~should~~post-split beshares ~~considered~~ in ~~conjunction~~DRS ~~with~~book-entry ~~the~~form, ~~entirety~~please ofcontact the ~~factual~~Transfer ~~disclosure~~Agent ~~about~~at ~~the Company in the Company’s public reports filed with the Securities and Exchange Commission~~ (~~the “SEC”~~775) 322-0626.

The description contained herein of the Reverse Stock Split and proportional decrease of the Company’s authorized shares of common stock is qualified in its entirety by reference to the Certificate of Change, a copy of which is attached to this report as Exhibit 3.1 hereto and incorporated herein by reference.

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

The description of the Note set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The descriptions of the SPA, the Note and the Warrant set forth in Item 1.01 of 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 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
Exh. No.		Description
10.1		Securities Purchase Agreement, dated as of September 9, 2022, by and between Home Bistro, Inc. and Greentree Financial Group, Inc.
3.1		Certificate of Change
10.2		15% Convertible Note, dated September 9, 2022, issued to Greentree Financial Group, Inc.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 104)
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~~SIGNATURE PAGE

Pursuant to the ~~requirements~~requirement 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.
	Home Bistro, Inc.
Date: September 15, 2022	By:	/s/ Zalmi Duchman
Dated: October 26, 2022	By:	/s/ Zalmi Duchman
		Name:	Zalmi Duchman
		Zalmi Duchman
		Title:	Chief Executive Officer
		Chief Executive Officer

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