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): October 2128, 2022

Home Bistro, Inc.

(Exact name of registrant as specified in its charter)

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

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

Phone: (631) 964-1111

(Address, including zip code, and telephone number, including area code, of

registrant’s principal executive offices)

N/A

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule ~~l 4a~~14a-12 ~~l 2~~ under the Exchange Act ( 17 CFR 240. ~~l 4a~~14a- ~~l 2~~12)

☐ Pre-commencement communications pursuant to Rule ~~l 4d~~14d-2(b) under the Exchange Act (17 CFR 240. ~~l 4d~~14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. ~~l 3e~~13e-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 3 2.0305 ~~Material~~Costs ~~Modifications~~Associated towith ~~Rights~~Exit ofor ~~Security~~Disposal ~~Holders~~Activities.

~~The information~~On ~~set~~October ~~forth~~28, in2022, ~~Item~~Home 5Bistro, Inc.03 of(the ~~this~~“Company”) made ~~Current~~the ~~Report~~decision onto ~~Form~~close ~~8-K~~its iskitchen ~~hereby~~facility ~~incorporated~~at byPembroke ~~reference~~Pine, ~~into~~Florida ~~this~~as ~~Item~~part 3of a strategic review of its business.~~03.~~

~~Item~~The Company has not yet completed its analysis 5of charges associated with implementation of the kitchen facility closure, and therefore is not able to make a good faith determination of an estimate of the amount, or range of amounts, of any charges relating thereto.03 ~~Amendments~~The Company will provide additional disclosure through an amendment to ~~Articles~~this Current Report on Form 8-K once it makes a determination of ~~Incorporation~~an estimate or ~~Bylaws;~~range ~~Change~~of inestimates ~~Fiscal~~of ~~Year~~such charges, if any.

~~On October~~Following ~~21, 2022, Home Bistro, Inc., a Nevada corporation (~~the ~~“Company”),~~closure ~~filed a Certificate~~ of ~~Change~~the ~~pursuant to Nevada~~Company’s ~~Revised~~Miami ~~Statutes~~kitchen ~~(“NRS”)~~facility, ~~78.207 with~~ the ~~Nevada~~delivery ~~Secretary~~ of ~~State~~orders tofor ~~effect a reverse stock split of~~ the ~~outstanding~~Company’s ~~shares of common stock~~restaurant-quality, ~~par~~Colorado ~~value~~Prime ~~$0.001~~brand ~~per~~meats ~~shares,~~ and ~~the proportional decrease of the Company’s authorized shares of common stock~~seafood atremains ain ~~ratio~~full ~~of one-for-fifty (50) (the “Reverse Stock Split”)~~operation.

~~The Reverse~~Item ~~Stock Split was authorized by the Board of Directors of the Company pursuant to Section 78~~2.~~207~~06 ofMaterial ~~the NRS on October 20, 2022 and, pursuant to the Certificate of Change, became effective as of 12:01 a~~Impairments.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 the 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).

~~Beginning~~To on the ~~Record~~extent ~~Date~~required, the ~~CUSIP~~information ~~number~~contained in ~~for~~Item ~~the~~2.05 ~~Company’s~~of ~~common~~this ~~stock~~Current ~~will~~Report beon ~~42706U~~Form ~~209~~8-K is incorporated by reference herein.

~~On the~~Item ~~Record~~5.02 ~~Date,~~Departure ~~all~~of ~~options,~~Directors ~~warrants~~or ~~and~~Certain ~~other~~Officers; ~~convertible~~Election ~~securities~~ of ~~the~~Directors; ~~Company~~Appointment ~~outstanding immediately prior to the Reverse Stock Split will be adjusted by dividing the number~~ of ~~shares~~Certain ofOfficers; ~~common~~Compensatory ~~stock~~Arrangements into which the options, warrants and other convertible securities are exercisable or convertible by fifty (50) and multiplying the exercise or conversion price thereof by fifty (50), all in accordance with the terms of ~~the~~Certain ~~plans, agreements or arrangements governing such options, warrants and other convertible securities and subject to rounding to the nearest whole share~~Officers.

~~The Company~~On ~~intends~~October to31, ~~treat stockholders holding shares of common stock in “street name” (that is~~2022, ~~held~~Camille ~~through~~May aresigned ~~bank, broker~~from orher ~~other~~position ~~nominee) in the same manner~~ as ~~stockholders~~Chief ofFinancial ~~record~~Officer ~~whose shares~~ of ~~common~~the ~~stock are registered in their names. Banks~~Company, ~~brokers or~~effective ~~other~~as ~~nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding shares~~ of ~~our~~November ~~Common Stock in “street name;” however~~1, ~~these~~2022. ~~banks, brokers or other nominees may apply their own specific procedures for processing the Reverse Stock Split~~Ms. ~~Stockholders~~May ~~who~~will ~~are~~remain ~~holding their shares of Common Stock in electronic form at brokerage firms do not need to take any action,~~ as ~~the~~a ~~effect~~consultant ofwith the Company ~~Reverse~~to ~~Stock~~assist ~~Split~~with ~~will~~certain ~~automatically~~financial beand ~~reflected~~accounting ~~in their brokerage accounts~~matters.

~~Stockholders who~~Effective ~~are~~as ~~holding their shares~~ of ~~common~~November ~~stock~~1, ~~electronically~~2022, inZalmi ~~direct registered book-entry form (“DRS”) with Nevada Agency~~Duchman, ~~and~~Chief ~~Transfer~~Executive ~~Company,~~Officer ~~the~~of ~~Company’s transfer agent (~~the ~~“Transfer Agent”)~~Company, ~~will~~was ~~not~~appointed ~~need~~ to ~~take~~serve ~~action.~~as ~~The~~Interim ~~Reverse Stock~~Chief ~~Split~~Financial ~~will~~Officer ~~automatically~~until bea ~~reflected~~new inChief ~~the~~Financial ~~Transfer~~Officer is ~~Agent’s records and on such stockholders’ next account statement~~named.

Stockholders holding paper certificates may (but are not required to) exchange their stock certificates for post-split shares of common stock held electronically in DRS book-entry form, which means they will not receive physical stock certificates and will receive a statement of account and instructions from the Transfer Agent regarding the transition to book-entry share registration. To obtain a Letter of Transmittal or for instructions on how a stockholder should surrender his, her or its certificates representing pre-split shares of common stock to the Transfer Agent in exchange for post-split shares in DRS book-entry form, please contact the Transfer Agent at (775) 322-0626.1

~~The description~~SIGNATURE 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.PAGE

1Pursuant to the 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.

Item 9.01 Financial Statements and Exhibits.

	Home Bistro, Inc.

Dated: November 3, 2022	By:	/s/ Zalmi Duchman
		Zalmi Duchman
		Chief Executive Officer and Interim Chief Financial Officer

~~(d) Exhibits~~2

Exh. No.		Description
3.1		Certificate of Change
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 104)

SIGNATURE PAGE

Pursuant to the 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.
Dated: October 26, 2022	By:	/s/ Zalmi Duchman
		Zalmi Duchman
		Chief Executive Officer

Filing Compare · Home Bistro, Inc. /NV/