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): ~~November~~October 301, ~~2020~~2021

Trident Brands Incorporated

(Exact name of registrant as specified in its charter)

Nevada

000-53707

26-1367322

(State or Other Jurisdiction of

Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

200 South Executive Drive, Suite 101, Brookfield, WI, 53005

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (262) 789-6689

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

☐	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))

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. ☐

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

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $.001 par value per share	TDNT	N/A

Item 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On ~~November~~September 3027, ~~2020~~2021, ~~(“Effective~~the ~~Date”),~~Board of Directors of Trident Brands Incorporated, a Nevada corporation (the “Company”), ~~entered~~appointed ~~into~~Michael ~~that~~Friedman, ~~certain~~as ~~Fourth~~a ~~Amendment~~Board toof ~~Convertible~~Director ~~Promissory~~Member, ~~Notes~~as (well ~~“Fourth~~as ~~Amendment”)~~President and Chief Executive Officer of the Company, effective October 1, 2021. Concurrent with ~~Fengate~~Mr. ~~Trident~~Friedman’s LPappointment, ~~the~~Scott ~~holder~~Chapman ofand ~~the~~Anthony ~~Notes~~Pallante (resigned as President and CEO of the ~~“Note~~Company, ~~Holder”)~~respectively.

ByIn ~~way~~his ofnew ~~background,~~role ~~immediately~~as ~~prior~~President toand ~~the transactions reported hereby~~CEO, ~~The~~Mr. ~~Company~~Friedman ~~was~~will ~~indebted~~report to ~~the~~our ~~Note~~Board ~~Holder in the aggregate principal amount~~ of ~~$22.3~~Directors ~~million~~and aswill ~~follows:~~be ~~$12.3~~responsible ~~million~~for (the ~~“2016~~strategic ~~Convertible~~direction ~~Notes”)~~of ~~and $10 million (~~the ~~“Amended SPA Notes”). In addition~~Company, ~~the~~as ~~Company~~well ~~owed~~as ~~aggregate~~oversight ~~accrued interest~~ of ~~$5,359,392 on~~ the ~~2016~~day ~~Convertible~~to ~~Notes~~day ~~and~~operations of the ~~Amended SPA Notes~~Company.

~~Conversion~~In connection with his appointment as President and CEO, the Company entered into a one-year employment agreement with Mr. Friedman which is renewable by the Company for two 2 year renewal periods. The Agreement provides for an annual base salary of $17180,000 and an equity compensation grant of 1,100,000 shares of company common stock which shall vest in 4 equal quarterly installments commencing January 1, 2022.7 ~~million~~Mr. Friedman is also eligible for annual as well as performance based equity compensation awards. In addition, he is eligible for transaction based cash/equity bonuses equal to three percent of ~~Indebtedness~~the ~~into~~value ~~Company~~of ~~Equity~~the transaction, including an acquisition. The foregoing description is qualified in its entirety by refence to the Agreement filed as Exhibit 10.1 hereto.

InSince ~~connection~~2005, ~~with~~Mr. Friedman, has been President, CEO and a Director of Innovative MedTech, Inc. (IMTH; formerly Fresh Harvest Products, Inc.). Mr. Friedman was the ~~Fourth~~Founder ~~Amendment~~of IMTH and served as its Chairman until March 25, 2021, when a majority of the ~~Note~~company ~~Holder~~was sold to several investors, one of which became Chairman. Since 2012, Mr. Friedman has ~~agreed~~been and continues to ~~convert~~be ~~aggregate~~a ~~principal~~consultant, advisor, Board of Director Member, chief executive and ~~accrued~~chief ~~interest~~financial ofofficer ~~$17~~for multiple companies in several industries,~~659~~ primarily focusing in media,~~392~~ ~~into~~technology ~~equity~~and ofconsumer ~~the~~products. ~~Company~~In 2016, Mr. Friedman co-Founded and has since served as ~~more~~CEO ~~fully~~of ~~described~~Treat ~~below~~Holdings, LLC, developer of the TreatER mobile application which is available on the Apple App Store and directs users to the nearest urgent care or emergency room. Mr. Friedman received a Master of Laws in Taxation (L.L.M.) and a Juris Doctor (JD) from New York Law School.

As of the Effective Date, the Company and Note Holder have agreed that the Company will issue the Note Holder 29,432,320 shares of Company Preferred Stock in full and complete satisfaction of (i) all amounts owing under the 2016 Convertible Notes through November 30, 2020 (including accrued interest thereon) and (ii) all accrued interest on the Amended SPA Notes through November 30, 2020Item 9.01 Financial ~~This~~Statements ~~transaction represents the conversion of aggregate principal~~ and ~~accrued interest of $17,659,392 into Preferred Stock at the rate of $~~Exhibits.60 per share. The $17,659,392 is comprised of $12.3 million of principal owing under the 2016 Convertible Notes and all accrued interest owing under both the 2016 Convertible Notes and the Amended SPA Notes (an aggregate of $5,359,392).

~~Under the terms of the Fourth Amendment, the Preferred Stock shall be~~ (id) voting shares, with the same voting rights as common shares, except the Preferred Stock shall have no vote in respect of election of directors, (ii) entitled to such dividends as the Board of Directors of the Company may in its discretion declare (and no dividends may be declared on the Company’s other classes of shares unless a dividend is declared on the Preferred Stock), (iii) have a preference in liquidation ahead of all other classes of Company shares, (iv) be entitled upon a sale of the Company (to be further defined in definitive agreements) to receive the consideration that would be payable in respect of that number of shares of common stock of the Company equal to the number of shares of Preferred Stock (on a one-for one basis with the Company common stock), and (v) otherwise on such other terms and conditions as are mutually agreeable and not inconsistent with the foregoingExhibits.

The consummation of the foregoing transaction is subject to (i) authorization and issuance of the Preferred Stock, which is subject to approval of the requisite number of common shares of the Company, in accordance with Nevada law and the Company’s organizational documents, and (ii) Note Holder’s obligation to remain in compliance with regulations governing its ownership of voting shares.

Exhibit

No.

Description

10.1

Employment Agreement

~~The Company and Note Holder have undertaken to consummate the foregoing transactions prior to January 31, 2021.~~ 2

2SIGNATURES

~~Amendment~~Pursuant to the requirements of ~~Terms~~the Securities Exchange Act of ~~$10~~1934, ~~million~~the ~~Amended~~Registrant ~~SPA~~has ~~Notes~~duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

The Fourth Amendment also amends the Amended SPA Notes (aggregate principal amount of $10 million) as of the Effective Date, as follows:

	Trident Brands Incorporated

Dated: October 6, 2021	By:	/s/ Peter Salvo
		Peter Salvo
		CFO

	1.	Interest Rate. The interest rate per annum in respect of outstanding principal under the Amended SPA Notes shall be eight (8%) percent computed on a simple interest basis.
	2.	Interest Payments.

a. Interest on unpaid principal of the Amended SPA Notes ($10 million) with respect to the period of December 1, 2020 through November 30, 2021 may be paid by the Company in kind by issuing a non-interest bearing note (a “PIK Note”) in the amount of $800,000 on November 30, 2021 with a maturity date of November 30, 2025. If no PIK Note is issued on such date, accrued and unpaid principal shall be payable in cash. b. Interest on unpaid principal of the Amended SPA Notes with respect to the period of December 1, 2021 through November 30, 2022 may be paid by the Company in kind by issuing a PIK Note in the amount of $800,000 on November 30, 2022 with a maturity date of November 30, 2025. If no PIK Note is issued on such date, accrued and unpaid principal shall be payable in cash. c. The PIK Notes issued by the Company pursuant to the previous two paragraphs shall be in the form attached to the Securities Purchase Agreement dated as of September 26, 2016, as amended, pursuant to the which the Amended SPA Notes were issued, subject to revisions necessary to make such PIK Notes non-convertible and non-interest bearing. d. Interest on unpaid principal with respect to the period of December 1, 2022 through November 30, 2025 shall be payable quarterly in arrears commencing February 28, 2023.

	3.	Termination of Conversion Feature. The convertibility of the Amended SPA Notes is terminated.
	4.	Extension of Maturity Date. The Maturity Date of the Amended SPA Notes is extended to November 30, 2025.

Except as modified by the Fourth Amendment, the Notes, as previously amended, remain in full force and effect.

SIGNATURES

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.

	Trident Brands Incorporated
Dated: December 1, 2020	By:	/s/ Scott Chapman
		Scott Chapman
		President

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