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): September 1017, 2024

Optimus Healthcare Services, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Florida

333-261849

65-0181535

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1400 Old Country Road, Suite 306

Westbury, New York

11590

(Address of Principal Executive Offices)

(Zip Code)

(516) 806-4201

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 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.

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

Item 3.02

Sale of Unregistered Equity Securities

On September 1017, 2024 (the “~~Effective~~Execution Date”), Optimus Healthcare Services, Inc. (the “Company”) entered into ~~the~~a ~~second amendment~~subscription ~~to the forbearance~~ agreement (the “~~Amendment~~Agreement”) bywith ~~and~~an ~~among~~accredited investor (the ~~Company~~“Investor”) ~~and~~pursuant ~~Arena~~to ~~Investors,~~which ~~LP,~~we asagreed ~~agent~~to ~~(“Agent”)~~issue ~~for~~and ~~the~~sell ~~purchasers~~up to 2,000 shares of the Company’s ~~senior~~series ~~secured~~C convertible ~~notes~~preferred ~~(collectively,~~stock ~~the “Purchasers”) issued in May 2021~~ (the “~~May~~Preferred ~~2021 Notes~~Stock”) ~~and~~for ~~June 2022 (the “June 2022 Notes” and collectively with the May 2021 Notes, the~~aggregate ~~“Notes”),~~gross ~~pursuant~~proceeds toof ~~which~~$2, ~~among other things~~000,000. ~~(i)~~In ~~Section~~connection ~~1(b)~~with ~~of the Forbearance~~ Agreement, ~~was amended such that~~ the ~~Agent~~ ~~and~~Company ~~the~~also ~~Purchasers~~ agreed to ~~forbear~~issue ~~from exercising their rights and remedies with respect to~~ the ~~Specified~~Investor ~~Events~~warrants ~~of Default~~ (~~as defined in~~ the ~~Amendment~~“Warrants”) to ~~under~~purchase ~~the~~up ~~Notes until that date which is the earliest~~ to ~~occur of: (a) November 11~~36,572,000 ~~2024;~~shares ~~(b) the date on which any event~~ of ~~default under~~ the ~~Notes~~Company’s ~~(other~~common ~~than~~stock. ~~the~~The ~~Specified~~closing ~~Events~~ of ~~Default) occurs; and (c)~~ the ~~date~~transaction onis ~~which~~subject ~~the~~to ~~Company~~certain orwill ~~any~~take ofplace ~~its~~at ~~subsidiaries~~such ~~fails~~times toand ~~comply~~on ~~with~~such ~~any~~dates ~~term set forth in the Forbearance Agreement; (ii) the list of Specified Events of Default (~~as ~~defined~~mutually inagreed ~~the~~upon ~~Amendment)~~between ~~were amended and (iii)~~ the ~~Agent~~parties, ~~and~~provided the ~~Purchasers~~purchase ~~waived~~price ~~and~~will ~~confirmed~~be ~~the~~paid ~~terms~~no oflater ~~the Qualified Subsequent~~than ~~Financing~~November ~~(as~~11, ~~defined in the Notes)~~2024.

InEach ~~connection~~share ~~with~~of ~~the~~Preferred ~~Amendment,~~Stock ~~the~~shall ~~Company~~have ~~agreed~~a tostated ~~issue~~value toof ~~the~~$1,000 ~~Purchasers~~per ~~such~~share ~~number~~and ofshall ~~shares~~be ofconvertible ainto ~~to-be-created~~shares ~~class~~ of ~~preferred~~the ~~stock~~Company’s ~~having~~common stock at a ~~stated~~conversion ~~value~~price ~~equal~~of to $~~100~~0.07 per share,~~000~~ insubject to adjustment (the ~~same~~“Conversion ~~class~~Price”). ~~and~~The onPreferred ~~the~~Stock ~~same~~shall ~~terms~~only ~~and~~be entitled ~~conditions~~to asreceive ~~the~~dividends ~~preferred~~on ~~stock~~an toas beconverted ~~issued~~basis to ~~such~~the ~~Purchasers upon~~extend ~~consummation~~dividends ofare apaid ~~Qualified~~on ~~Subsequent~~shares ~~Financing~~of ~~(as~~common ~~defined~~stock, inshall ~~the~~have ~~Notes).~~no ~~The~~voting rights, ~~securities~~subject to becertain ~~issued~~exceptions and ~~sold~~shall inhave ~~this~~a ~~transaction will~~liquidation ~~not~~preference ~~registered~~only ~~under~~subordinated to the ~~Securities~~rights ~~Act,~~of or the securities ~~laws~~to ofbe issued ~~any~~to ~~state,~~the ~~and~~senior ~~were~~creditor ~~offered~~upon ~~and~~a ~~sold~~Qualified inSubsequent ~~reliance~~Financing on(as ~~the~~defined ~~exemption from~~therein). ~~registration~~The ~~afforded~~Warrants byare ~~Section~~exercisable 4(for a~~)(2)~~ ~~under~~period ~~the Securities Act~~ of three ~~1933,~~years asfrom ~~amended (~~the ~~“Securities~~date ~~Act”)~~of ~~and~~issuance ~~Regulation D~~at ~~promulgated~~an ~~thereunder~~initial ~~and~~exercise ~~corresponding~~price ~~provisions~~ of ~~state~~$0.075. ~~securities~~The ~~laws,~~Investor ~~which~~may ~~exempt~~exercise ~~transactions~~the byWarrants anon ~~issuer~~a ~~not~~cashless ~~involving~~basis at any ~~public~~ ~~offering~~time after issuance. ~~The~~In ~~Purchasers~~the ~~are~~event ~~each~~the anInvestor ~~“accredited~~exercises ~~investor”~~the asWarrants ~~such~~on ~~term~~a iscashless ~~defined~~basis, inthen ~~Regulation~~the DCompany ~~promulgated~~will ~~under the~~not ~~Securities~~receive ~~Act~~any proceeds.

The Conversion ~~foregoing~~Price ~~information~~of isthe aPreferred ~~summary~~Stock ofand the ~~agreements involved~~Exercise inPrice of the ~~transactions~~Warrants ~~described~~are ~~above,~~subject isto ~~not~~full ~~complete,~~ratchet and isanti-dilution adjustment ~~qualified~~for insubsequent ~~its~~lower ~~entirety~~price issuances by ~~reference to~~ the ~~full~~Company ~~text~~for ~~of such agreement,~~ a ~~copy~~period of ~~which~~one isyear ~~attached~~from ~~hereto~~the astime ~~Exhibit~~the ~~10.1~~securities ~~and~~are ~~incorporated~~registered, as ~~herein~~well byas ~~reference.~~customary ~~Readers~~adjustments ~~should~~provisions ~~review such agreement~~ for astock ~~complete~~splits, ~~understanding~~stock ofdividends, ~~the~~recapitalizations ~~terms~~ and ~~conditions~~the ~~associated with these transactions~~like.

~~This Current~~The ~~Report~~Investor ~~shall~~has ~~not~~contractually ~~constitute~~agreed anto ~~offer~~restrict their ability to ~~sell~~exercise orthe Warrants and convert the ~~solicitation~~Preferred Stock such that the number of anshares ~~offer~~of tothe ~~buy,~~Company ~~nor~~common ~~shall~~stock ~~such~~held ~~securities~~by beeach ~~offered~~of orthem ~~sold~~and intheir ~~the United~~affiliates ~~States~~after ~~absent~~such ~~registration~~conversion or anexercise ~~applicable~~does ~~exemption~~not exceed ~~from~~9.99% of the ~~registration~~Company’s ~~requirements~~then issued and ~~certificates~~outstanding ~~evidencing such~~ shares ~~contain~~ aof ~~legend~~common ~~stating the same~~stock.

Exhibit No.		Description
10.1		Second Amendment to Forbearance Agreement, dated September 10, 2024, by and among the Company and Arena Investors LP
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Subject to any limitations set forth in any registration rights granted to the Company’s senior secured creditors, including any registration rights granted to such creditors upon conversion of their indebtedness into a different class of preferred stock after the Execution Date, the securities to be sold to the Investor shall have piggyback registration rights, subject to certain exceptions.

1Upon closing of the transactions contemplated by the Agreement, all indebtedness of the Company held by affiliates of Arena Investors, LP (the “Senior Creditor”) shall automatically convert into shares of a class of the Company’s, yet-to-be-issued senior convertible preferred stock, in a form reasonably acceptable to the Senior Creditor, provided the conversion price shall be $0.625 and the class shall be senior in preference to the Preferred Stock. In addition, upon closing, all indebtedness of the Company held by KORR Acquisition Group, Inc. shall automatically convert into the Preferred Stock sold to the Investor.

~~SIGNATURE~~The securities to be issued and sold in this transaction will not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. The Investor is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act.

~~Pursuant~~The toforegoing ~~the~~information ~~requirements~~is a summary of the ~~Securities~~ ~~Exchange~~agreement ~~Act~~involved ofin ~~1934~~the transactions described above, ~~the~~is ~~registrant~~not ~~has~~complete, ~~duly~~and ~~caused~~is ~~this~~qualified ~~report~~in its entirety by reference to bethe ~~signed~~full ontext of ~~its~~such ~~behalf~~agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. Readers should review such agreements for a complete understanding of the ~~undersigned~~terms ~~hereunto~~and ~~duly~~conditions ~~authorized~~associated with these transactions.

OPTIMUS HEALTHCARE SERVICES, INC.
By:	/s/ Cliff Saffron
	Cliff Saffron
	Interim Chief Executive Officer and General Counsel
Dated: September 13, 2024

This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

Exhibit No.		Description
10.1		Subscription Agreement, dated September 17, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

OPTIMUS HEALTHCARE SERVICES, INC.

By:	/s/ Cliff Saffron
	Cliff Saffron
	Interim Chief Executive Officer and General Counsel

Dated: September 23, 2024

Filing Compare · Optimus Healthcare Services, Inc.