Item 1.01 Entry into a Material Definitive Agreement.

On September 9, 2022 (the "Issue Date"), Home Bistro, Inc., a Nevada corporation (the "Company"), entered into a Securities Purchase Agreement dated as of September 9, 2022 (the "SPA"), by and between the Company and Greentree Financial Group, Inc., a Florida corporation (the "Investor"). Pursuant to the SPA, among other things, the Company agreed to issue to the Investor (i) a convertible note in the original principal amount of $150,000.00 (the "Note") and (ii) a warrant to purchase up to 666,667 shares of the Company's common stock, par value $0.001 per share (the "Common Stock") (the "Warrant," and together with the SPA and the Note, the "Agreements"). Upon closing, the Company received $123,000.00 in gross proceeds from the Investor.

The Note matures on September 9, 2023. The Investor may only convert the Note at any time on or following (i) the occurrence of an event of default under the Note or (ii) the date the Company consummates an offering that results in the listing of the Company's Common Stock on any national securities exchange on or before 180 calendar days after the Issue Date (an "Uplist Offering"). The per share conversion price into which the Note is convertible into shares of Common Stock (the "Conversion Price") is equal to the lower of (i) 75% of the closing price of the Common Stock on the date of the investment, and (ii) 90% of the lowest volume weighted average price for the Common Stock during the five trading day period ending on the latest complete trading day prior to the conversion date, provided, however, that if the Company consummates an Uplist Offering, then the Conversion Price will equal 75% of the offering price per share of Common Stock (or unit, if units are offered in the Uplist Offering) at which the Uplist Offering is made.

Upon the occurrence and during the continuation of any event of default under the Note, the Note becomes immediately due and payable and the Company is obligated to pay the Investor in full satisfaction of its obligations thereunder an amount equal to the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied by 150%.

The obligations under the Note are not secured by any assets of the Company.

The Warrant provides the Investor with the right to purchase up to up to 666,667 shares of Common Stock at an exercise price of $0.225, provided, however, that if the Company consummates an Uplist Offering, then the exercise price shall equal 120% of the offering price per share of Common Stock (or unit, if units are offered in the Uplist Offering) at which the Uplist Offering is made. The right to purchase such shares of Common Stock under the Warrant is subject to the adjustments and the Investor ownership limitations set forth therein, until the date which is the last calendar day of the month in which the third anniversary of the Issue Date occurs.

The Note and the Warrant also provide the Investor with certain "piggyback" registration rights, permitting it to request that the Company include the shares issued upon conversion of the Note or exercise of the Warrant, respectively, for sale in certain registration statements filed by the Company under the Securities Act of 1933, as amended (the "Securities Act").

The Agreements contain other provisions, covenants and restrictions common with this type of debt transaction. Furthermore, the Company is subject to certain covenants under the Agreements, which the Company also believes are also customary for transactions of this type.

The preceding summaries of the SPA, the Note and the Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the SPA, the Note and the Warrant, which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

The Agreements have been included as exhibits to this Current Report on Form 8-K to provide investors and securityholders with information regarding certain of its terms. This information is not intended to provide any financial or other information about the parties to the Agreements or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Agreements are made only for purposes of the Agreements and as of the date of the Agreements, are solely for the benefit of the parties to the Agreements, may be subject to limitations agreed upon by the parties, and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the parties to the Agreements or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Agreements, and such subsequent information may not be fully reflected in public disclosures by the parties to the Agreements. The information in the Agreements should be considered in conjunction with the entirety of the factual disclosure about the Company in the Company's public reports filed with the Securities and Exchange Commission (the "SEC").





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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The description of the Note set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The descriptions of the SPA, the Note and the Warrant set forth in Item 1.01 of this Current Report on Form 8-K are incorporated by reference into this Item 3.02. The shares of Common Stock issued pursuant to the SPA, and the Note and the Warrant, were issued in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D as promulgated by the SEC under the Securities Act.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description
10.1            Securities Purchase Agreement, dated as of September 9, 2022, by and
              between Home Bistro, Inc. and Greentree Financial Group, Inc.
10.2            15% Convertible Note, dated September 9, 2022, issued to Greentree
              Financial Group, Inc.
10.3            Warrant to Purchase Shares of Common Stock, dated September 9, 2022,
              issued to Greentree Financial Group, Inc.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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