Clean Vision Corp. Files 8-K for Material Agreement

TL;DR

Clean Vision Corp. signed a big deal, filing an 8-K today. Details inside.

AI Summary

On May 29, 2024, Clean Vision Corp. entered into a material definitive agreement. The filing also includes financial statements and exhibits related to this agreement. The company was formerly known as Byzen Digital, Inc. and China Vitup Health Care Holdings, Inc.

Why It Matters

This 8-K filing indicates a significant new agreement for Clean Vision Corp., which could impact its business operations and financial future.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, and the specifics of this agreement are not detailed in the provided text.

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
• May 29, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $5,000,000 — y the Investor agreed to purchase up to $5,000,000 shares of the Company's common stock, p
• $0.001 — f the Company's common stock, par value $0.001 per share (the "Common Stock"). SPA an
• $110,000 — ") in the aggregate principal amount of $110,000 (such Note being in the amount of $110,
• $10,000 — ontaining an original issue discount of $10,000, resulting in the purchase of such Note
• $13,200 — th a lump-sum interest payment equal to $13,200 payable on the Issue Date (as defined i
• $25,000 — (4) installments, each in the amount of $25,000 commencing on the one hundred eightieth
• $0.025 — he "Conversion Price" shall be equal to $0.025 per share (the "Fixed Price"); provided
• $0.02 — t the Common Stock trades below (i) the $0.02 per share for more than five (5) consec
• $0.0145 — ixed Price shall be lowered to equal to $0.0145 per share; or (ii) $0.0145 per share fo
• $1,000,000 — purchase to be limited to the lesser of $1,000,000 or 500% of the average number of shares
• $50,000 — mum amount of each such purchase set at $50,000. Each Purchase Notice delivered to the

Filing Documents

• clnv_8k.htm (8-K) — 48KB
• ex4_1.htm (EX-4.1) — 131KB
• ex10_1.htm (EX-10.1) — 84KB
• ex10_2.htm (EX-10.2) — 244KB
• ex10_3.htm (EX-10.3) — 106KB
• 0001903596-24-000374.txt ( ) — 904KB
• clnv-20240529.xsd (EX-101.SCH) — 3KB
• clnv-20240529_lab.xml (EX-101.LAB) — 33KB
• clnv-20240529_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. On May 29, 2024 (the "SPA Closing Date"), Clean Vision Corporation (the "Company") closed on the transactions contemplated by that certain Securities Purchase Agreement (the "SPA") with an accredited investor (the "Investor") and entered into a STRATA Purchase Agreement (the "STRATA Agreement" and together with the SPA, collectively, the "Agreements") with the Investor, whereby the Investor agreed to purchase up to $5,000,000 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"). SPA and Note Pursuant to the SPA, the Company agreed to sell, and the Investor agreed to purchase, a convertible amortization note of the Company (the "Note") in the aggregate principal amount of $110,000 (such Note being in the amount of $110,000 and containing an original issue discount of $10,000, resulting in the purchase of such Note being $110,000), which Note is convertible into shares of Common Stock as set forth in the Note. In addition, on the SPA Closing Date, the Company issued 5,000,000 shares of restricted Common Stock (the "Commitment Shares") to the Investor as additional consideration and an inducement for the Investor to enter into the STRATA Agreement. While any of the securities issued or issuable under the SPA are outstanding, upon any issuance by the Company or any of its subsidiaries of any security, or amendment to a security that was originally issued before the SPA Closing Date, with any term that the Investor reasonably believes is more favorable to the Investor of such security or with a term in favor of the Investor of such security that the Investor reasonably believes was not similarly provided to the Investor in the Note, (i) the Company shall notify the Investor of such additional or more favorable term within one (1) business day of the issuance and/or amendment (as applicable) of the respective security, and (i) such term, at Investor's option, shall become a part

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 4.1 Form of Convertible Amortization Note 10.1 Form of Securities Purchase Agreement by and between the Company and the Investor 10.2 Form of STRATA Purchase Agreement by and between the Company and the Investor 10.3 Form of Registration Rights Agreement by and between the Company and the Investor

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: Jun 4, 2024 By: /s/ Daniel Bates Name: Daniel Bates Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR