Item 1.01 Entry into a Material Definitive Agreement.

On March 9, 2020, Agritek Holdings, Inc., a Delaware corporation ("we," "us," "our" or the "Company") and Full Spectrum Bioscience, Inc., a private corporation incorporated in Colorado ("FSB"), and a related party to the Company (collectively the Company and FSB are referred to herein as the "Parties"), entered into a Share Exchange Agreement (the "Exchange Agreement") for the Company to acquire 100% of the controlling interest in FSB. On March 31, 2020, pursuant to the Exchange Agreement, the Company issued to 10,000,000 shares of its common stock (the "Company Shares") to FSB in exchange for 1,500 shares of FSB common stock (the "FSB Shares") which constituted all of FSB's authorized and outstanding common stock held by a sole stockholder. At the time of the Exchange Agreement FSB (the "Seller") was owned by the spouse of our Interim Chief Executive Officer.

On April 23, 2021, after determining that it was in the best interest of the Company, the Company's Board of Directors (the "Board") approved the Company's entry into a Stock Redemption and Sale Agreement (the "Agreement") with the Seller in order to reverse the prior acquisition of FSB.

The Board believes that it is in the best interest of the Company to become current in its reporting obligations with the Securities and Exchange Commission (the "SEC"), in which the Company is currently delinquent, and that maintaining ownership of FSB would preclude the Company's ability to become current due to accounting complexities and difficulties associated with the acquisition of FSB.

As publicly disclosed by the Company previously, the Company's intention with regard to FSB was to consolidate all assets related to the cannabis industry in FSB and to subsequently spin-off FSB as a separate entity from the Company. However, we were not able to accomplish our goals as planned due to our failure to become current in our SEC filings, which we would need to have done in order to be able to accomplish our plans for a spin-off of FSB. Additionally, there has been a decline in the cannabis cultivation markets, in which FSB is involved, and moreover COVID-19 has brought additional risk to the value of the transaction with most cannabis brand production being halted with limited access and sales through doctors' offices and retail locations in the cannabis industry. Given these events, the Board feels that the resources previously targeted for this transaction are better invested in new markets, where we believe we could have more success and has therefore approved the Company's entry into the Agreement.

After the acquisition of FSB, the FSB bank accounts remained in the name of FSB and were never transferred to the Company and the operations of FSB continued in the same manner as they were prior to the Exchange Agreement and the Company never tried to exercise control of FSB in any manner.

On April 23, 2021, the Company and the Seller entered into the Agreement. Pursuant to the Agreement, the Seller agreed to sell the Company Shares to the Company in exchange for $10.00, and the Company agreed to sell the FSB shares to the Seller in exchange for $10.00. Pursuant to the Agreement the Company Shares will be returned to the Company's authorized and unissued shares of common stock. The Agreement contains customary representations, warranties and covenants of the parties thereto.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete terms and conditions of the Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference into this Item 1.01.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth under Item 1.01 (Entry into a Material Definitive Agreement) of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.01.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description
10.1          Agritek Holdings Inc. Board Resolution dated April 21, 2021 and
              Stock Redemption and Sale Agreement dated April 23, 2021

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