UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

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): December 1518, ~~2022~~2023

Black Bird Biotech, Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-52828

98-0521119

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

~~3505~~11961 ~~Yucca~~Hilltop ~~Drive~~Road, Suite ~~104~~22, ~~Flower Mound~~Argyle, Texas ~~75028~~76226

(Address of principal executive offices, including zip code)

(833) 223-4204

(Registrant’s telephone number, including area code)

~~____________________________________________~~___________________________________________________

(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:

☐ 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 CFR240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

☐ 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 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 14.01. ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

~~Black Bird Biotech, Inc.,~~ (a) ~~Nevada~~Former ~~corporation~~Independent ~~(the~~Registered ~~“Company”),~~Public ~~entered~~Accounting ~~into~~Firm. anOn ~~Equity~~December ~~Purchase~~18, ~~Agreement~~2023, ~~dated~~Farmer, asFuqua of& ~~December 13~~Huff, ~~2022~~P.C. (~~the~~ “~~Equity Agreement~~FFH”), ~~together~~the ~~with~~then-serving aindependent ~~registration~~registered ~~rights~~public ~~agreement~~accounting ~~(the~~firm ~~“Registration~~of ~~Rights~~Black ~~Agreement”)~~Bird ~~with Mast Hill Fund~~Biotech, ~~L.P.~~Inc, a ~~Delaware~~Nevada ~~limited~~corporation ~~partnership~~ (the “~~Investor~~Company”), ~~pursuant~~resigned, toeffective ~~which~~immediately. ~~the~~The Company has ~~the~~authorized ~~right~~FFH to ~~sell~~respond fully to the ~~Investor~~inquiries ~~up to $5,000,000 in shares~~ of ~~its~~Mac ~~common~~Accounting ~~stock~~Group ~~(“Common~~& ~~Stock”)~~CPAs, ~~subject to certain limitations. The Investor was also issued a five-year warrant (the “Warrant”) to purchase 170~~LLP,~~000,000~~ ~~shares of Common Stock (~~the ~~“Warrant~~successor ~~Shares”)~~independent ~~with~~registered ~~standard~~public ~~anti-dilution~~accounting ~~provisions and cashless exercise~~firm.

~~Under~~FFH’s ~~the~~reports ~~terms~~on ~~and subject to~~ the ~~conditions~~Company’s offinancial ~~the~~statements ~~Equity~~for ~~Agreement,~~ the ~~Investor~~years isended ~~obligated~~December to31, ~~purchase~~2022 upand ~~to $5~~2021,~~000,000~~ indid ~~shares~~not ofcontain ~~Common~~an ~~Stock~~adverse ~~(subject~~opinion toor ~~certain~~disclaimer ~~limitations) from time to time over the 24-month period commencing on the date~~ of ~~the~~opinion, ~~Equity~~and ~~Agreement. The~~were ~~price~~not ~~per~~qualified ~~share~~or ofmodified ~~Common~~as ~~Stock~~to ~~shall~~uncertainty, beaudit ~~ninety~~scope ~~percent~~or ~~(90%)~~accounting ofprinciples, ~~the~~except ~~average~~that ofFFH’s ~~the~~reports ~~two (2) lowest volume weighted average prices of the common stock~~ for ~~seven trading days following~~ the ~~clearing~~fiscal ~~date~~years ~~associated~~ended ~~with~~December ~~the~~31, ~~put~~2022 ~~notice~~and ~~delivered~~2021, byincluded ~~the~~an ~~Company~~explanatory toparagraph ~~the~~indicating ~~Investor.~~that ~~The~~there ~~minimum~~was ~~amount~~substantial ofdoubt ~~each~~about ~~put shall be $20,000 and~~ the ~~maximum~~Company’s ~~shall~~ability beto ~~the~~continue ~~lower~~as ofa ~~150%~~going ~~of the average daily trading volume and $500,000~~concern.

~~The~~During the Company’s ~~sales~~two ofmost ~~shares~~recent offiscal ~~Common~~years ~~Stock~~ended toDecember ~~the~~31, ~~Investor~~2022 ~~under~~and 2021, and the ~~Equity~~subsequent ~~Agreement~~interim ~~are~~period ~~limited~~through to December 18, 2023: (i) there were no ~~more~~disagreements ~~than~~between the ~~number~~Company and FFH on any matters of ~~shares~~accounting ~~that~~principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of FFH, would ~~result~~have incaused it to make reference to the ~~beneficial~~subject ~~ownership~~matter byof the ~~Investor~~disagreements ~~and~~in connection with its ~~affiliates,~~reports aton ~~any~~the ~~single~~Company’s ~~point~~financial statements; and (ii) there were no “reportable events” (as described in ~~time,~~Item 304(a)(1)(v) of ~~more~~Regulation ~~than~~S-K), ~~4.99%~~except offor the ~~then-outstanding~~material ~~shares~~weakness described in Item 9A of the ~~Common~~Company’s ~~Stock~~Annual Report on Form 10-K for the year ended December 31, 2022 and 2021.

The Company ~~agreed~~has provided FFH with the ~~Investor~~disclosures ~~that~~under itthis ~~will~~Item ~~not~~4.01(a) ~~enter~~and ~~into~~has ~~any~~requested ~~other~~and ~~credit~~received ~~equity~~from ~~line~~FFH ~~agreements~~a ~~without~~copy of the ~~prior~~letter ~~consent~~addressed to the Securities and Exchange Commission stating that FFH agrees with the above statements. A copy of the ~~Investor~~letter from FFH is attached as Exhibit 16.1 to this Current Report on Form 8-K.

~~Pursuant~~(b) toNew Independent Registered Public Accounting Firm. On December 18, 2023, the ~~terms~~Board of Directors of the ~~Registration~~Company ~~Rights~~approved ~~Agreement~~the appointment of Mac Accounting Group & CPAs, LLP (MAC) as the Company’s ~~shall~~new ~~file~~independent aregistered ~~registration~~public ~~statement~~accounting ~~with~~firm, effective immediately. During the ~~SEC~~Company’s ~~with~~two ~~respect~~most recent fiscal years ended December 31, 2022 and 2021, and the subsequent interim period through December 18, 2023, neither the Company nor anyone acting on behalf of the Company had consulted MAC regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the ~~shares~~type of ~~Common~~audit ~~Stock~~opinion ~~issuable~~that might be rendered on the Company’s financial statements, nor did MAC provide a written report or oral advice to the ~~Investor~~Company ~~pursuant~~that MAC concluded was an important factor considered by the Company in reaching a decision as to the ~~Equity~~accounting, ~~Agreement~~auditing or financial reporting issues; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the ~~Warrant~~related ~~Shares~~instructions) ~~within~~or 60a ~~calendar~~“reportable ~~days~~event” (as described in Item 304(a)(1)(v) of Regulation S-K).

The Equity Agreement and the Registration Rights Agreement contain customary representations, warranties and agreements of the Company and the Investor and customary conditions to completing future sale transactions, indemnification rights and obligations of the parties.

J.H. Darbie & Co. acted as placement agent in connection with the execution and delivery of the agreements with the Investor.

The foregoing descriptions of the Warrant, the Equity Agreement and the Registration Rights Agreement and the transactions contemplated thereby are qualified in their entirety by reference to the full text of the Warrant, the Equity Agreement and the Registration Rights Agreement, copies of which are attached hereto as Exhibit 4.1, Equity 10.1 and 10.2, respectively, each of which is incorporated herein in its entirety by reference.

Item 3.01. Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.

The issuance and sale of the Warrant by the Company to the Investor under the Equity Agreement was made without registration under the Securities Act of 1933, as amended (the “Act”), or the securities laws of the applicable state, in reliance on the exemptions provided by Section 4(a)(2) of the Act and Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state law, based on the offering of such securities to one investor, the lack of any general solicitation or advertising in connection with such issuance, the representations of the Investor to the Company that, among others, it was an accredited investor (as that term is defined in Rule 501(a) of Regulation D), and that it was purchasing the securities for its own account and without a view to distribute them.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.:			Description of Exhibit
4.1*			Warrant dated as of December 13, 2022, issued by the Company to Mast Hill Fund, L.P.
10.1*			Equity Purchase Agreement, dated as of December 13, 2022, between the Company and Mast Hill Fund, L.P.
10.2*			Registration Rights Agreement, dated as of December 13, 2022, between the Company and Mast Hill Fund, L.P.
104			Cover Page Interactive Data File (embedded within the Inline XBRL Document.)
* Filed herewith.

(d) Exhibits.

Exhibit No.		Description

16.1		Letter from Farmer , Fuqua & Huff, P.C. to the Securities and Exchange Commission, dated December 22, 2023

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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, hereunder duly authorized.

	BLACK BIRD BIOTECH, INC.
Dated: December 20, 2022.	By:	/s/ Fabian G. Deneault
Dated: December 22, 2023.	By:	/s/ Fabian G. Deneault
		Fabian G. Deneault
		President

Filing Compare · Black Bird Biotech, Inc.