Item 3.02. Unregistered Sales of Equity Securities.
On September 1, 2022, One World Products, Inc. (the "Company") entered into a
Purchase Agreement (the "ELOC Purchase Agreement") with Tysadco Partners, LLC
("Tysadco"). Pursuant to the ELOC Purchase Agreement, Tysadco has agreed to
purchase from the Company, from time to time upon delivery by the Company to
Tysadco of "Request Notices," and subject to the other terms and conditions set
forth in the ELOC Purchase Agreement, up to an aggregate of $10,000,000 of the
Company's common stock. The purchase price of the shares of common stock to be
purchased under the Purchase Agreement will be equal to 88% of the lowest daily
"VWAP" during the period of 10 trading days beginning five trading days
preceding the applicable Request. Each purchase under the Purchase Agreement
will be in a minimum amount of $25,000 and a maximum amount equal to the lesser
of (i) $1,000,000 and (ii) 500% of the average daily trading value of the common
stock over the seven trading days preceding the delivery of the applicable
Request Notice. In addition, pursuant to the ELOC Purchase Agreement, the
Company agreed to issue Tysadco 13,667 shares of the Company's Series B
Preferred Stock as "Commitment Fee Shares."
In connection with the ELOC Purchase Agreement, the Company entered into a
Registration Rights Agreement with Tysadco under which the Company agreed to
file a registration statement with the Securities and Exchange Commission
covering the shares of common stock issuable under the ELOC Purchase Agreement
and conversion of the Commitment Fee Shares (the "Registration Rights
Agreement").
On September 1, 2022, the Company and Tysadco also entered into a Securities
Purchase Agreement (the "SPA") under which Tysadco has agreed to purchase from
the Company an aggregate of 20,000 shares of the Company's Series B Preferred
Stock (the "Series B Shares") for a total purchase price of $300,000 in two
closings of 10,000 Series B Preferred Shares each. The first closing of 10,000
Series B Shares was to occur on the date of the SPA, and the second closing
under the SPA is to occur within five days after the filing of the registration
statement under the Registration Rights Agreement.
The foregoing description of the ELOC Purchase Agreement, the SPA and
Registration Rights Agreement is intended to be a summary and is qualified in
its entirety by reference to such agreements, which have been filed as Exhibits
10.1, 10.2 and 10.3 to this Current Report on Form 8-K and which are and
incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 31, 2022, Bruce Raben submitted a letter of resignation to the
Company, resigning as a director of the Company.
On September 1, 2022, the Board of Directors of the Company appointed Terry L.
Buffalo to serve as a director of the Company to fill the vacancy caused by Mr.
Raben's resignation.
Mr. Buffalo, 57, previously served as the Chief Executive Officer and a director
of American Cannabis Company, and is the founder and principal of Buffalo
Cannabis Advisors. There are no arrangements or understandings with Mr. Buffalo
pursuant to which he was appointed as a director of the Company, and there are
no related party transactions between the Company and Mr. Buffalo that are
subject to disclosure under Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 10.1 Purchase Agreement, dated September 1, 2022, between One World
Products, Inc. and Tysadco Partners, LLC.
Exhibit 10.2 Securities Purchase Agreement, dated September 1, 2022, between
One World Products, Inc. and Tysadco Partners, LLC.
Exhibit 10.3 Registration Rights Agreement, dated September 1, 2022, between
One World Products, Inc. and Tysadco Partners, LLC.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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ONE WORLD PRODUCTS, INC. 
