Clean Vision Corp. Enters Material Definitive Agreement

TL;DR

Clean Vision Corp. signed a big deal on 3/25/24. Details to follow.

AI Summary

Clean Vision Corp. announced on March 25, 2024, that it entered into a material definitive agreement. The company, formerly known as Byzen Digital, Inc. and China Vitup Health Care Holdings, Inc., is incorporated in Nevada and its principal executive offices are located in Manhattan Beach, California.

Why It Matters

This filing indicates a significant business development for Clean Vision Corp., potentially impacting its future operations and financial standing.

Risk Assessment

Risk Level: medium — The filing reports a material definitive agreement, which could involve significant financial commitments or strategic shifts, carrying inherent risks.

Key Players & Entities

• Clean Vision Corp. (company) — Registrant
• Byzen Digital, Inc. (company) — Former Company Name
• CHINA VITUP HEALTH CARE HOLDINGS, INC. (company) — Former Company Name
• March 25, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $4,000,000 — (the "Investor") for the sale of up to $4,000,000 in aggregate principal amount of senior
• $0.001 — f the Company's common stock, par value $0.001 per share (the "Common Stock"). The ini
• $2,500,000 — missory note in the principal amount of $2,500,000 (the "Existing Note") and (ii) warrants
• $666,666 — te in the aggregate principal amount of $666,666 (the "March 2024 Note"), and (b) a warr
• $0.03 — of Common Stock at an exercise price of $0.03 per share (the "March 2024 Warrant"); a

Filing Documents

• clnv_8k.htm (8-K) — 45KB
• ex4_1.htm (EX-4.1) — 282KB
• ex4_2.htm (EX-4.2) — 177KB
• ex4_3.htm (EX-4.3) — 273KB
• ex4_4.htm (EX-4.4) — 189KB
• ex10_1.htm (EX-10.1) — 310KB
• ex10_2.htm (EX-10.2) — 173KB
• 0001903596-24-000185.txt ( ) — 1969KB
• clnv-20240325.xsd (EX-101.SCH) — 3KB
• clnv-20240325_lab.xml (EX-101.LAB) — 33KB
• clnv-20240325_pre.xml (EX-101.PRE) — 22KB
• clnv_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement As previously reported in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on March 3, 2023 by Clean Vision Corporation (the "Company"), on February 17, 2023 the Company entered into that certain Securities Purchase Agreement (the "Prior Agreement") with the accredited investor named therein (the "Investor") for the sale of up to $4,000,000 in aggregate principal amount of senior convertible promissory notes and warrants to acquire shares of the Company's common stock, par value $0.001 per share (the "Common Stock"). The initial under the Prior Agreement occurred on February 21, 2023 when the Company issued to the Investor (i) a senior convertible promissory note in the principal amount of $2,500,000 (the "Existing Note") and (ii) warrants to purchase up to 29,434,850 shares of Common Stock (the "Existing Warrant"). On March 25, 2024 (the "Issue Date"), the Company and Investor entered into a Securities Purchase Agreement (the "Purchase Agreement"), whereby: (i) the Company issued to the Investor (a) a convertible note in the aggregate principal amount of $666,666 (the "March 2024 Note"), and (b) a warrant initially exercisable to acquire up to 22,222,220 shares of Common Stock at an exercise price of $0.03 per share (the "March 2024 Warrant"); and (ii) the parties agreed to amend and restate the Existing Note and Existing Warrant as discussed below. Pursuant to the terms of the Purchase Agreement, the Company and the Investor provided customary representations and warranties to each other. March 2024 Note At any time on or after the Issue Date, the Investor shall be entitled to convert any portion of the outstanding Conversion Amount (as defined in the March 2024 Note) into validly issued, fully paid and non-assessable shares of Common Stock at a conversion price equal to $0.03 per share, subject to adjustment as set forth in

01 of

Item 1.01 of this Current Report on Form 8-K (this "Current Report") contains only a brief description of the material terms of the March 2024 Note, the March 2024 Warrant, the RRA, the A&R Note, and the A&R Warrant and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such description is qualified in its entirety by reference to the full text of the Purchase Agreement, the March 2024 Note, the March 2024 Warrant, the RRA, the A&R Note and the A&R Warrant , which are filed as Exhibits 10.1, 4.1, 4.2, 4.3, 10.2, 4.4 and 4.5, respectively, to this Current Report, and are incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 4.1 Senior Convertible Note dated March 25, 2024 4.2 Warrant to Purchase Common Stock dated March 25, 2024 4.3 Amended and Restated Senior Convertible Note dated March 25, 2024 4.4 Amended and Restated Warrant to Purchase Common Stock dated March 25, 2024 10.1 * Securities Purchase Agreement dated March 25, 2024 10.2 Registration Rights Agreement dated March 25, 2024 104 Cover Page Interactive Data File (formatted as inline XBRL). * Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission; provided , however , that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act of 1934 for any schedules so furnished.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CLEAN VISION CORPORATION Date: March 29, 2024 By: /s/ Daniel Bates Name: Daniel Bates Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR