Item 1.01. Entry into a Material Definitive Agreement.


On March 16, 2022 (the "Closing Date"), Waterside Capital Corporation (the
"Company") entered into three Stock Purchase Agreements containing substantively
similar terms and conditions (each an "SPA" and collectively, the "SPAs"), each
of which SPA has three associated Common Stock Purchase Warrants ("Warrant #1",
"Warrant #2", and "Warrant #3"; collectively, the "Warrants"). The
counterparties to the SPAs, and recipients of the preferred shares issuable
thereunder and the Warrants, are accredited investors (each a "Buyer" and
collectively, the "Buyers").



Pursuant to each SPA, the Company issued and sold to the respective Buyer shares
of Series A Convertible Preferred Stock, par value $0.0001 per share ("Series A
Stock"), in the amounts specified in the table below. Pursuant to each SPA, the
Company also issued three Warrants to each Buyer. At Closing, in consideration
for shares of Series A Stock and the three Warrants, each Buyer agreed to pay
$50,000 multiplied by the number of shares of Series A Stock purchased by the
Buyer, for an aggregate purchase price of $1,100,000. In the aggregate, the
Company has received $600,000 from the Buyers as of March 22, 2022. The Company
expects to receive the remaining $500,000 this week. The Company intends to use
the proceeds for investment in the creation of cryptocurrency and/or token
liquidity pools (LP's) and decentralized blockchain technologies (Web3), with
primary emphasis on non-fungible token (NFT) brands and projects that utilize
the Ethereum blockchain.



Series A Stock is a class of preferred stock in the Company that was created
when a Certificate of Designation was filed by the Company with the Nevada
Secretary of State on March 11, 2022. Each share of Series A Stock is
convertible into 100,000 shares of the Company common stock, par value $0.0001
("Common Stock"). The Certificate of Designation provides for 100 authorized
shares of Series A Stock, $50,000 stated value per share, no voting rights, and
no dividend or distribution rights. The description of the Series A Stock
contained in this Item 1.01 is qualified in its entirety by reference to the
Series A Stock Certificate of Designation, which was filed with the SEC on March
15, 2022 as Exhibit 3.1 to the Company's Current Report on Form 8-K, and is
hereby incorporated by reference.

Warrant #1, Warrant #2 and Warrant #3 are immediately exercisable upon issuance on March 16, 2022, and remain exercisable for a period of five years. The Warrants are exercisable, in whole or in part, for the number of shares of Common Stock specified in the table below. The exercise prices per share of Common Stock for Warrant #1, Warrant #2, and Warrant #3 are fixed at $1.30, $1.50 and $1.75, respectively.

The table below sets forth the Series A Stock shares purchased, the aggregate purchase price, and Warrant share conversion amounts issued:





                                             Aggregate
                                              Purchase
                                               Price
                             Shares of      ($50,000 per      Warrant #1 Common       Warrant #2 Common       Warrant #3 Common
                             Series A         share of          Stock Shares            Stock Shares            Stock Shares
                               Stock          Series A            Issuable                Issuable                Issuable
          Buyer              Purchased         Stock)          

($1.30/share)           ($1.50/share)           ($1.75/share)
Buyer #1                             10     $    500,000               1,000,000               1,000,000               1,000,000
Buyer #2                             10     $    500,000               1,000,000               1,000,000               1,000,000
Buyer #3                              2     $    100,000                 200,000                 200,000                 200,000





Each SPA contains customary representations and warranties for the Company and
the Buyers. Each Buyer further represents that he is an accredited investor, as
the term is defined in Regulation D under the Securities Act of 1933, as amended
(the "Securities Act"), and acknowledges that the securities received pursuant
to the SPA are not registered under the Securities Act. Each SPA contains
cross-indemnification for certain losses relating to the SPA, as specified
therein. The governing law for each SPA is Nevada. For resolving any disputes,
the exclusive jurisdiction is Georgia and venue is Forsyth County, Georgia. The
Company and Buyers have waived any rights to a jury trial. Potential remedies
include specific performance, in addition to any other remedy at law or in
equity.



Each Warrant may be exercised in whole or in part, subject to a beneficial
ownership limitation per Buyer of 9.99% of the number of Common Stock shares
outstanding. The Common Stock issued upon exercise of the Warrants will be
adjusted for any stock dividends, splits, combinations, or reclassifications of
the underlying Common Stock. Upon the occurrence of a fundamental transaction
(as defined in the Warrants), which includes any merger or consolidation, the
Warrants will be treated as exercised immediately prior thereto at an
appropriately adjusted exercise price. The Warrants may be transferred, subject
to compliance with applicable securities laws and delivery of an opinion of
counsel satisfactory to the Company opining that the Warrants may be transferred
without registration under the Securities Act. Any such transferred Warrants
will bear a restrictive legend stating that the securities have not been
registered under the Securities Act. The governing law for the Warrants is
Nevada. The Warrants contain a broad limitation of liability, including, but not
limited to, any asserted liability of the Buyer to exercise the Warrants.
Potential remedies available to the parties include specific performance to
rights under the Warrants, in addition to any other remedy at law or in equity.











The foregoing descriptions of the SPAs and Warrants are qualified in their
entirety by reference to the full SPAs and Warrants attached hereto as Exhibits
10.1 through 10.12, which are hereby incorporated by reference into this Item
1.01.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 related to the issuance of Series A Stock to the Buyers is hereby incorporated by reference into this Item 3.02.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.



Exhibit No.   Description

3.1             Certificate of Designations for the Series A Preferred Stock, as
              filed with the Nevada Secretary of State on March 11, 2022
              (incorporated by reference to Exhibit 3.1 in the Company's Current
              Report on Form 8-K filed with the Commission on March 15, 2022)
10.1*           Securities Purchase Agreement by and among Waterside Capital
              Corporation and Buyer #1 dated as of March 16, 2022
10.2*           Common Stock Purchase Warrant #1 issued to Buyer #1 on March 16,
              2022 for 1,000,000 shares of Common Stock of Waterside Capital
              Corporation, at an exercise price of $1.30 per share
10.3*           Common Stock Purchase Warrant #2 issued to Buyer #1 on March 16,
              2022 for 1,000,000 shares of Common Stock of Waterside Capital
              Corporation, at an exercise price of $1.50 per share
10.4*           Common Stock Purchase Warrant #3 issued to Buyer #1 on March 16,
              2022 for 1,000,000 shares of Common Stock of Waterside Capital
              Corporation, at an exercise price of $1.75 per share
10.5*           Securities Purchase Agreement by and among Waterside Capital
              Corporation and Buyer #2 dated as of March 16, 2022
10.6*           Common Stock Purchase Warrant #1 issued to Buyer #2 on March 16,
              2022 for 1,000,000 shares of Common Stock of Waterside Capital
              Corporation, at an exercise price of $1.30 per share
10.7*           Common Stock Purchase Warrant #2 issued to Buyer #2 on March 16,
              2022 for 1,000,000 shares of Common Stock of Waterside Capital
              Corporation, at an exercise price of $1.50 per share
10.8*           Common Stock Purchase Warrant #3 issued to Buyer #2 on March 16,
              2022 for 1,000,000 shares of Common Stock of Waterside Capital
              Corporation
10.9*           Securities Purchase Agreement by and among Waterside Capital
              Corporation and Buyer #3 dated as of March 16, 2022
10.10*          Common Stock Purchase Warrant #1 issued to Buyer #3 on March 16,
              2022 for 200,000 shares of Common Stock of Waterside Capital
              Corporation, at an exercise price of $1.30 per share
10.11*          Common Stock Purchase Warrant #2 issued to Buyer #3 on March 16,
              2022 for 200,000 shares of Common Stock of Waterside Capital
              Corporation, at an exercise price of $1.50 per share
10.12*          Common Stock Purchase Warrant #3 issued to Buyer #3 on March 16,
              2022 for 200,000 shares of Common Stock of Waterside Capital
              Corporation, at an exercise price of $1.75 per share
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

* Filed herewith.

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