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Re: Jbb4321 post# 72043

Saturday, 07/23/2022 4:22:33 PM

Saturday, July 23, 2022 4:22:33 PM

Post# of 75465
$VXIT Kenin M. Spivak >Interesting connection here now that I have looked at it in greater detail!
Chairman and CEO, SMI Group
Chairman and CEO, SMI Capital Markets
Chairman, SMI Advisors, Chairman, SMI-Q3C Consulting
Mr. Spivak, is a highly regarded executive, entrepreneur, financier, author and attorney known for innovative leadership, sophisticated deal-making, understanding of financial markets and institutions, marketing expertise and “hands on” management.

We also learned from VXIT most recent Quarterly Report ended 5/31/22 that In June 2022, the Company issued Convertible notes in exchange for $75,000 from an unknown source?
In June 2022, the Company issued Convertible notes in exchange for $75,000. The notes are due in ninety days from the date of the note. Repayment is to be in the amount of $93,750. In addition the note holders received 37,500,000, one year $0.002 warrants. The notes also carry a conversion option, election is at the option of the note holder, to convert the note or any portion of the note into common stock shares. Conversion is to be calculated at 75% of the lowest trading price during the ten trading day period prior to the conversion date

GlobeStar Therapeutics Corporation
Date of Report (Date of earliest event reported) April 6, 2022
Item 3.02 Unregistered Sales of Equity Securities

(a) Securities sold. 6,000,000 common shares agreed to be issued and purchased February 7, 2022 to be paid June 30, 2022 but deemed to have been purchased on the date of agreement to purchase and sell.

(b) Underwriters and other purchasers. The shares were offered and sold to Kenin M. Spivak who has the right to transfer the shares without restriction to an “affiliate” as defined in the purchase agreement.

(c) Consideration. The shares were sold for the cash sum of $25,000.

(d) Exemption from registration claimed. The shares were privately offered and sold without registration in reliance on the exemption in Section 4(a)(2) of the Securities Act of 1933. The exemption is available because the proceeds will be simultaneously paid to a consulting company owned and controlled by purchaser of the securities.
Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure

On the 5th day of April 2022, the duly acting chief executive officer of GlobeStar Therapeutics Corporation called a telephonic meeting of directors for the following day, 6th day of April 2022.

The notice specified the following matter to be considered at the meeting:

Employment Agreement between the corporation and James C. Katzaroff;

Stock Purchase Agreement between the corporation and Kenin M. Spivak;

Consulting Agreement among the corporation, Spivak Management, Inc, and Kenin M. Spivak. The participation of Kenin M. Spivak is only for the issuance of common stock purchase warrants.

The directors voted unanimously to approve the employment agreement with Mr. Katzaroff with amendments, unanimously approved the Stock Purchase Agreement with Mr. Spivak and two of the three directors approved the Consulting Agreement among the corporation, Spivak Management, Inc, and Kenin M. Spivak

Very interesting Incentive's in this Employment agreement??
As of March 31, 2021, 2,600,000 of the shares were issued to Ms. Blankenship. Concurrently with the severance agreement, the Company agreed to purchase the 1,000,000 shares Series E Preferred Stock held by Ms. Blankenship for $325,000 in cash. The Company reissued those Series E preferred Shares to the Company’s new CEO James Katzaroff. The Company recognized stock-based compensation of $325,000 related to this reissuance.

In February 2022, the Company entered into an amended and restatement employment agreement with Jim Katzaroff, the CEO. Mr. Katzaroff is entitled to an annual salary of $180,000 and a bonus as determined by the Board of Directors. Mr. Katzaroff may elect to receive payment in shares of stock based on the average of the three lowest trading prices for the 15 days prior to election of payment in stock. Further, in the event of a change of control of the Company, Mr. Katzaroff is entitled to a payment equal to 2.99 multiplied by the larger of the total compensation paid to Mr. Katzaroff over the prior 12-month period or the average compensation paid or payable to the Consultant over the prior three years.
pg 10 -
The Company awarded Mr. Katzaroff a total of 35,000,000 common stock options with an exercise price of $0.009 per share, an exercise term of five years. The options vest 50% immediately, and the remainder on monthly basis over two years. Mr. Katzaroff is also entitled to additional options in the event of the Company issuing equity or equity equivalents in the future, with him receiving an equal amount of options as those instruments that are issued. The exercise price of these additional options will be 110% of the price per equity equivalent.
Additionally, Mr. Katzaroff will earn a fee related to an strategic transaction, as defined in the agreement, including but not limited to acquisitions, divestitures, partnerships or joint ventures, of at least 2% for any transactions not introduced by Mr. Katzaroff, or 4% for any introduced by Mr. Katzroff of up to $20,000,000, and an additional 0.75% - 3.5% for amounts above that threshold.
Mr. Katzroff will also receive an activity fee of 3% of gross revenues related to activities including securing a variety of vendor, sales or advertising relationships, or any new revenue generating activity. If such activity is a cost saving initiative instead of revenue generating, Mr. Katzaroff will receive 10% of the cost savings.

The First Native The Pilgrims Met Asked 'Where's The Beer?'

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