HMLA Himalaya Technologies Inc (CE)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 7, 2024

 

HIMALAYA TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its Charter)

 

nevada		000-55282		26-0841675
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

 

108 Scharberry Lane #2, Mars, PA 16046

(Address of principal executive offices)

 

(630) 708-0750

(Registrant’s Telephone Number)

 

 

(Former name or address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common		HMLA		OTC Pink

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☒

 

 

 

Himalaya Technologies, Inc. is referred to herein as “Himalaya”, “we”, “us”, or “the Company”.

 

Item 8.01 Other Events.

 

On March 7, 2024, we executed a consulting agreement with Renovi Recovery SPL (“Renovi!”), a real estate development company based in Santo Domingo, Dominican Republic, to advise Renovi! on the creation and funding of a medical tourism resort in Punta Cana, Dominican Republic. As part of the consulting agreement, Himalaya will be issued Renovi! stock options, incentive shares, and consulting fees for introducing investors for up to USD $15 million in membership units and/or up to USD $24 million in construction loans to be repaid by upscale condominium sales, resort and treatment revenues, and revenue shares. The Companies are also analyzing the potential to take Renovi! public through a minority or majority investment by Himalaya directly into Renovi!. There are no assurances we will be able to finance or complete a transaction with Renovi! in the future. This information is not a solicitation for investment in our business or Renovi!. A copy of the consulting agreement is included herein as Exhibit 10.1.

 

Renovi!’s high level business plan is available at the following link:

 

https://drive.google.com/file/d/1GRMC_ap5o69jd7FAIqIP5OwsFg8a4XLz/view?usp=sharing

 

On March 10, 2024, we appointed Renovi!’s Founder and CEO, David Burns, Ph.D., to our Advisory Board to spearhead growth of a medical tourism project, which we anticipate can lead to additional similar resorts in the Caribbean, Latin America, and/or other countries. As a co-founder of three B2B software startups, Dr. Burns brings a track record of success managing and launching world-class products and accelerating revenue growth. In his latest B2B software venture, he and his colleagues grew the Company from $0 to $50 million in annual revenue. Dr. Burns played a key product management and business development role in achieving this goal, with responsibility for products serving 20,000 customers in 20 countries and generating 40% of the Company’s revenue. Dr. Burns brings 25+ years’ experience in senior leadership roles in consulting, B2B software, real estate, international logistics, and supply chain management. He completed his B.S. in Mathematics and Economics and earned his Ph.D. in Applied Statistics at the University of Maryland College Park. Dr. Burns resides in New York and in Santo Domingo, Dominican Republic. His Linked Profile is available @ https://www.linkedin.com/in/david-burns-b777371/.

 

For his Advisory Board role, Dr. Burns was issued 20 million common stock warrants with a .001 strike price and a three-year expiration. A copy of the Advisory Board agreement and warrant are included herein as Exhibits 10.2 and 10.3, respectively.

 

Exhibit No.		Description
10.1		Himalaya Technologies, Inc. Renovi Recovery SPL Consulting Agreement – 03/07/2024
10.2		Himalaya Technologies, Inc. David Burns, Ph.D. Advisory Board Agreement – 03/10/2024
10.3		Himalaya Technologies, Inc. David Burns, Ph.D. Warrant – 03/10/2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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.

 

	HIMALAYA TECHNOLOGIES, INC.
Date: March 11, 2024	By:	/s/ Vikram Grover
		Vikram Grover
		Chief Executive Officer

 

 

Exhibit 10.1

 

 

March 7, 2024

 

David Burns, Ph.D.

Chief Executive Officer

RENOVI RECOVERY SRL

C. Paseo Los Abogados 14 #302

Santo Domingo, Dominican Republic

 

Dr. Burns:

 

The purpose of this letter is to confirm the understanding and agreement (the “Agreement”) between Himalaya Technologies, Inc., a Nevada C-Corp located at 108 Scharberry Lane #2, Mars, PA 16046 (“HMLA” or the “Consultant”) and RENOVI RECOVERY SRL, a real estate development company located at C. Paseo Los Abogados 14 #302, Santo Domingo, Dominican Republic (“RENOVI!” or the “Company”), collectively the Parties, regarding the retention of HMLA by the Company as its non-exclusive consultant for the purposes set forth herein:

 

Under this Agreement, HMLA will provide consulting services to the Company as a non-exclusive representative in connection with the possible financing or M&A transaction of the Company by one or more funders or counterparties (each, a “Transaction”) as follows:

 

A)	Fees, Commissions & Expenses. The Company agrees to pay the following fees to HMLA for its services:

 

1.

Financing. HMLA shall be compensated on a percentage of capital raised by financing sources introduced to RENOVI! by HMLA as follows: 1) 3% cash; and 2) two (2) RENOVI! common shares per $1 million raised (up to a potential total of 30 common shares). In the event an agent introduced by HMLA brokers a funding of the Company, HMLA will be compensated at 50% of the above fee schedule. If required, HMLA will register as a broker/dealer or engage a FINRA broker/dealer to handle regulatory compliance in the United States.

 

2.

Mergers &, Acquisitions (“M&A”). 3% of RENOVI!’s diluted shares outstanding in the event the Company merges into or with a counterparty introduced by HMLA.

 

3.

Retainer. RENOVI! grants HMLA the option to buy RENOVI! common shares as per the following schedule:

 

●

Prior to raising any capital, RENOVI! grants HMLA the option to buy either 1 or 2 common shares at a price of $100,000 USD per share, a 50% discount relative to the current valuation. This option will expire immediately on the date when any investor concludes it’s initial investment in RENOVI!

 

●

After RENOVI! raises capital in the amount of at least $1,000,000 USD, RENOVI! grants HMLA the option to buy either 1 or 2 common shares at a 30% discount relative to the then current common share price , where Common Share Price is calculated as (post-money valuation minus value of preferred shares purchased) divided by 100. This option will expire one calendar year after RENOVI! sells the first preferred share.

 

108 Scharberry Lane #2, Mars, PA 16046 / www.himalayatechnologies.com

 

 

 

4.

Expenses. Each Party will be solely responsible for its own expenses.

 

5.

Cash Payments: Unless otherwise instructed, all cash payments under this Agreement shall be made in U.S. dollars and without withholding or deduction of any tax, assessment or other governmental charges unless required by law. At closing any and all fees associated with this transaction are to be settled. Fees and retainer payments should be made payable and wired to:

 

Himalaya Technologies, Inc.

108 Scharberry Lane #2

Mars, PA 16046

 

XXXXXXXXXXXXXXXXX

Himalaya Technologies, Inc.

ABA XXXXXXXXX

A/C XXXXXXXXXX

 

XXXXXXXXXXXXXXXXX

XXXXXXXXX

XXXXXXXXX

 

B) Information. The Company will furnish or cause to be furnished to HMLA, such information, as HMLA believes appropriate to its assignment.

 

C) Exclusivity. None.

 

D) Confidentiality. HMLA acknowledges that the Information of RENOVI! is the valuable property of the Company and that HMLA will not, without the Company’s express prior written consent, use the Information or any part thereof, either directly or indirectly, for any purpose whatsoever other than for the expressly limited purpose of performing under this Agreement and disclosing the same when and as agreed to by the Company.

 

E) Indemnity. The Company acknowledges and agrees that HMLA has been retained to act solely as a consultant to the Company. In such capacity, HMLA shall act as an independent contractor, and not as an employee, and any duties of HMLA arising out of its engagement pursuant to this Agreement shall be owed solely to the Company. The Company and HMLA agree to mutually indemnify each other in accordance with the indemnification agreement attached as Exhibit A.

 

F) Dispute Resolution. The Parties hereby agree to submit any dispute or controversy arising in connection with this Agreement to binding Arbitration in the state of New York. . Costs associated with the litigation, including reasonable attorney’s fees, shall be borne by whichever parties the Courts shall deem just and fair.

 

G) Term & Termination. The term of HMLA’s engagement hereunder shall extend from the date hereof through March 6, 2025 (the “Expiration Date”) and can only be renewed by both Parties entering into a new consulting agreement . HMLA’s engagement hereunder may be terminated upon 30 days written notice without cause by either Party at any time before the Expiration Date. Notwithstanding the foregoing, the provisions relating to the payment of fees and expenses accrued prior to termination, , the status of HMLA as an independent contractor and the limitation on to whom HMLA shall owe any duties will survive any such termination, and any such termination shall not affect the Company’s obligations under the indemnification agreement.

 

108 Scharberry Lane #2, Mars, PA 16046 / www.himalayatechnologies.com

 

 

 

In addition, HMLA will be entitled to the fees set forth above in the event a financing or M&A Transaction is consummated within twelve (24) months of the termination of this Agreement with investors or M&A candidates introduced by HMLA to the Company that have had substantive discussions with the Company prior to the Expiration Date. Such candidates shall be listed in Exhibit B and updated regularly for approval by Management.

 

H) Limited Right of First Refusal. In the event that RENOVI! raises capital of over $10 million from HMLA or investors introduced by HMLA (“HMLA Investors”), RENOVI! shall grant HMLA Investors a one-time Right of First Refusal on any additional investment of $5 million or less not to be unreasonably withheld past seven business days of the Company receiving a binding financing offer from a third-party not introduced by HMLA.

 

This Agreement (including the attached Appendices) embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect, which will remain in full force and effect. No waiver, amendment or other modification of this Agreement shall be effective unless in writing and signed by each party to be bound thereby. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that state.

 

This Agreement sets forth the entire agreement with respect to the engagement of HMLA by the Company, including the fees payable as a result of such engagement.

 

Please confirm that the foregoing correctly sets forth our agreement by signing and returning to HMLA the duplicate copy of this Agreement.

 

By:	/s/ David Burns, Ph.D.
David Burns, Ph.D.
Chief Executive Officer
RENOVI RECOVERY SRL

 

By:	/s/ Vikram Grover
Vikram Grover
Chief Executive Officer
Himalaya Technologies, Inc.

 

108 Scharberry Lane #2, Mars, PA 16046 / www.himalayatechnologies.com

 

 

 

EXHIBIT A - MUTUAL INDEMNIFICATION

 

This Exhibit A is a part of and is incorporated into that certain letter agreement of date March 7, 2024 (the “Agreement”), by and between Himalaya Technologies, Inc., a Nevada Corporation (“HMLA” or the “Consultant”), and RENOVI RECOVERY SRL, a real estate development company located in the Dominican Republic (“RENOVI!” or the “Company”), collectively the Parties. Capitalized terms used herein and not otherwise defined shall have the respective meanings provided in the Agreement. The Parties agree that the following indemnifications apply mutually to the Parties.

 

Each party (the “Indemnifying Party”) agrees to indemnify and hold harmless the other party (the “Indemnified Party”) and its directors, officers, agents, employees and affiliates (each an “Indemnified Person”) from and against any third-party losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of one counsel for all Indemnified Persons, except as otherwise expressly provided herein) (collectively, the “Expenses”) as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any third-party claim, action, proceeding or investigation whether or not any Indemnified Person is a party thereto (collectively, the “Actions”), resulting from the Indemnifying Party’s actions or inactions or breach of any representation, warranty, or obligation under the Agreement; provided, however, that, the Indemnifying Party shall not be responsible for any Liabilities or Expenses of any Indemnified Person that have resulted primarily from such Indemnified Person’s (x) gross negligence, bad faith or willful misconduct in connection with any of the advice, actions, inactions or services referred to above or (y) use of any offering materials or information concerning the Company in connection with the offer or sale of the Securities in the Transaction which were not authorized for such use by the Company and which use constitutes negligence, bad faith or willful misconduct. The Indemnifying Party also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with enforcing such Indemnified Person’s rights under the Agreement, which includes this Exhibit A.

 

Upon receipt by an Indemnified Person of actual notice of an Action against such Indemnified Person with respect to which indemnity may be sought under the Agreement, such Indemnified Person shall promptly notify the Indemnifying Party in writing; provided that failure by any Indemnified Person so to notify the Indemnifying Party shall not relieve Indemnifying Party from any liability which the Indemnifying Party may have on account of this indemnity or otherwise to such Indemnified Person, except to the extent the Indemnifying Party shall have been prejudiced by such failure. The Indemnifying Party may assume the defense of any such Action including the employment of counsel reasonably satisfactory to the Indemnified Party, which counsel may also be counsel to the Indemnifying Party. Any Indemnified Person shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Indemnifying Party has failed promptly to assume the defense and employ counsel or (ii) the named parties to any such Action (including any impeded parties) include such Indemnified Person and the Indemnifying Party, and such Indemnified Person shall have been advised in the reasonable opinion of counsel that there is an actual conflict of interest that prevents the counsel selected by the Indemnifying Party from representing both the Indemnifying Party (or another client of such counsel) and any Indemnified Person; provided that the Indemnifying Party shall not in such event be responsible hereunder for the fees and expenses of more than one firm of separate counsel for all Indemnified Persons in connection with any Action or related Actions, in addition to any local counsel. The Indemnifying Party shall not be liable for any settlement of any Action effected without its written consent (which shall not be unreasonably withheld). In addition, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened Action in respect of which indemnification or contribution may be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Person from all Liabilities arising out of such Action for which indemnification or contribution may be sought hereunder. The indemnification required hereby shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.

 

108 Scharberry Lane #2, Mars, PA 16046 / www.himalayatechnologies.com

 

 

 

In the event that the foregoing indemnity is unavailable to an Indemnified Person, the Indemnifying Party shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate to reflect (i) the relative benefits to the Indemnifying Party, on the one hand, and to the Indemnified Party and any other Indemnified Person, on the other hand, of the matters contemplated by the Agreement or (ii) if the allocation provided by the immediately preceding clause is not permitted by applicable law, not only such relative benefits but also the relative fault of the Indemnifying Party, on the one hand, and the Indemnified Party and any other Indemnified Person, on the other hand, in connection with the matters as to which such Liabilities or Expenses relate, as well as any other relevant equitable considerations. To the extent permitted by law, in no event shall the Indemnifying Party contribute less than the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities and Expenses in excess of the amount of fee actually received by the Indemnifying Party pursuant to the Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act of 1933, as amended, shall be entitled to contribution from a party who was not guilty of fraudulent misrepresentation.

 

The Indemnifying Party also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Indemnifying Party for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to the Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services or transactions except for Liabilities (and related Expenses) of the Indemnifying Party that have resulted primarily from such Indemnified Person’s gross negligence, bad faith or willful misconduct in connection with any such advice, actions, inactions or services.

 

The reimbursement, indemnity and contribution obligations of the Indemnifying Party set forth herein shall apply to any modification of the Agreement and shall remain in full force and effect regardless of any termination of, or the completion of any Indemnified Person’s services under or in connection with, the Agreement.

 

108 Scharberry Lane #2, Mars, PA 16046 / www.himalayatechnologies.com

 

 

 

EXHIBIT B – FINANCING AND M&A CANDIDATES

 

Grupo Humano

 

108 Scharberry Lane #2, Mars, PA 16046 / www.himalayatechnologies.com

 

 

Exhibit 10.2

 

 

HIMALAYA TECHNOLOGIES, INC.

ADVISORY BOARD AGREEMENT

 

This Advisory Board Agreement (the “Agreement”) is effective as of March 10, 2024 (the “Execution Date”) and is by and between HIMALAYA TECHNOLOGIES, INC. (OTC: HMLA), a California corporation (“HMLA”), and DAVID BURNS, PH.D., (“ADVISOR” or “DR. BURNS”). The foregoing parties are referred to in this Agreement collectively as the “Parties.”

 

WHEREAS the Parties wish to set forth herein the terms and conditions upon which HMLA shall engage ADVISOR to perform certain services for it;

 

WHEREAS DAVID BURNS, PH.D. is being appointed to the HMLA Advisory Board;

 

WHEREAS DR. BURNS is a well-known and established contact person and executive in business and industry.

 

WHEREAS DR. BURNS’ name, by virtue of his success and experience, has acquired a meaning in the mind of the public important to the promotion, sale and support of communications, consulting, and real estate development products and services;

 

WHEREAS HMLA is a holding company focused on the incubation of emerging growth businesses;

 

WHEREAS HMLA owns majority, minority and joint venture positions in portfolio companies that have developed, own and/or license patents, trademarks and other intellectual property used in the marketing of HMLA and the sale of all HMLA services;

 

NOW, THEREFORE, for good and sufficient consideration and of the mutual promises herein contained, the receipt of which is hereby acknowledged, the Parties hereto agree below.

 

1. ADVISOR Agrees to provide the following services (the “Services”):

 

A. Advisement regarding business decisions, corporate actions, accounting treatments, and mergers and acquisitions in markets in the United States and internationally.

 

B. Advising HMLA regarding HMLA’s business plan, brand development and management, user acquisition plan and analysis and pitch presentations tailored specifically for potential customers, partners, and vendors.

 

C. Support development of new trademarks and URLs, company phrases and descriptive marks for use in promoting and marketing HMLA and its technology products and services.

 

www.himalayatechnologies.com

 

 

D. Using DR. BURNS’ global contacts to identify and develop options for strategic partnerships, mergers and acquisitions and financing for the benefit of HMLA and its global growth, and to identify vendors to HMLA in an effort to expand HMLA’s product list.

 

E. Provide consulting services to the Board of Directors and management as an independent contractor. ADVISOR has no clear power to act for, represent or bind the Company and cannot take action that implies such authority. ADVISOR will use best efforts to attend internal Advisory Board calls and related meetings but is under no obligation to attend any specific number of such meetings, either in person or telephonically, and there are no specific duties or requirements for the ADVISOR under this Agreement.

 

F. DR. BURNS will be appointed to HMLA’s Advisory Board. DR. BURNS will also advise HMLA regarding other potential members of the Advisory Board.

 

2. Compensation. In consideration of services, HMLA will issue DR. BURNS twenty (20) million cashless common stock purchase warrants with a three-year expiration and a $.001 strike price.

 

3. Term. The Term of this Agreement shall commence as of the date of this Agreement and, unless sooner terminated by mutual consent by either party or due to a material breach of this Agreement, shall run for a period of three (3) years. ADVISOR serves at the will of the Board of Directors to advise management and the Agreement can be terminated anytime by either party with or without reason.

 

4. Confidentiality. Advisor shall treat as confidential this Agreement and all non-public proprietary information of HMLA, including any proprietary product information and specifications and financial information (“Confidential Information”) unless Advisor obtains HMLA’s prior written consent. Advisor may neither disclose nor otherwise disseminate any Confidential Information to any person or entity. Moreover, Advisor may not use any Confidential Information for any purposes other than those contemplated by this Agreement. If any Confidential Information is required to be disclosed by order of any court of competent jurisdiction or other governmental authority, Advisor shall timely inform HMLA of all such proceedings so that HMLA may attempt by appropriate legal means to limit such disclosure. In such case, Advisor shall use his best efforts to limit the disclosure and maintain confidentiality to the best extent possible.

 

5. Use of Licensed Materials. Advisor may use HMLA’s trademarks and other promotional materials involving HMLA’s products (collectively, “Licensed Materials”) to the extent reasonably necessary to render the Services. All uses of Licensed Materials shall be in accordance with such reasonable specifications and requirements as HMLA may periodically prescribe in writing. Any proposed use of any Licensed Materials that is essentially the same as, and does not materially differ from, a prior approved use shall be deemed acceptable to HMLA; provided, however, that Advisor shall provide HMLA with specimens of such use sufficiently in advance to allow HMLA an effective opportunity to object. Subject only to the foregoing authorization, HMLA shall retain all right, title and interest arising under all applicable laws, rules, and regulations in and to the Licensed Materials.

 

www.himalayatechnologies.com

 

 

6. Ownership of Materials. All documents, data, records, apparatus, equipment, designs, prototypes, promotional materials, and other physical property, whether or not pertaining to Confidential Information, furnished to Advisor by HMLA or any third party or produced by Advisor or others in connection with the Services shall be and remain the sole property of HMLA. Advisor shall return all such property to HMLA promptly upon HMLA’s request.

 

7. Miscellaneous.

 

(a) Notices. All notices, requests, instructions, consents and other communications to be given pursuant to this Agreement shall be in writing and shall be delivered either in person, reliable overnight courier service or electronic mail. Notices shall be sent to the following addresses:

 

If to HMLA:	If to Advisor:
HIMALAYA TECHNOLOGIES, INC.	DAVID BURNS, PH.D.
108 Scharberry Lane #2	C. Paseo Los Abogados 14 #302
Mars, PA 16046	Santo Domingo, Dominican Republic
Attn: Vikram Grover, CEO	Attn: DAVID BURNS, PH.D.
Email: vik.grover@himalayatechnologies.com	Email: azulmarproperties@gmail.com

 

Each party may by written notice given to the other(s) in accordance with this Agreement change the address to which notices to such party are to be delivered. Notices shall be deemed received (i) on the same day if delivered in person or by same-day courier or electronic mail, (ii) on the next business day if delivered by overnight mail or courier, or (iii) on the date indicated on the return receipt, if delivered by postal service, postage prepaid.

 

(b) Entire Understanding; No Amendment. This Agreement contains the complete, entire and exclusive statement of the parties’ understanding with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, between the parties with respect to such subject matter. No amendment of this Agreement shall be effective unless embodied in a written instrument executed by both of the parties.

 

(c) Waiver of Breach. The failure of either party at any time to enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any of its provisions or the right of any party to thereafter enforce each and every provision of this Agreement. No waiver of any breach of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party against whom or which enforcement of such waiver is sought; and no waiver of any such breach shall be construed or deemed to be a waiver of any other or subsequent breach.

 

(d) Assignability. Neither Advisor nor HMLA may assign this Agreement or any rights hereunder, to any person or entity.

 

www.himalayatechnologies.com

 

 

(e) Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal substantive and procedural laws of the state of Pennsylvania without regard to the conflict of laws rules of that or any other jurisdiction. The sole and exclusive venue for all disputes arising out of or relating in any way to this Agreement shall be through Arbitration in Pennsylvania, unless the Parties mutually agree to resolve any and all matters through arbitration. The parties consent to the personal jurisdiction and venue of such courts or agreed arbitration and further consent that any process, notice of motion or other application to either such court or a judge thereof may be served outside the state of Pennsylvania by registered or certified mail or by personal service, provided that a reasonable time for appearance is allowed.

 

(f) Interpretation and Construction. This Agreement has been fully and freely negotiated by the parties hereto, shall be considered as having been drafted jointly by the parties hereto, and shall be interpreted and construed as if so drafted, without construction in favor of or against any party on account of its participation in the drafting hereof.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on the date first written above.

 

HIMALAYA TECHNOLOGIES, INC.			ADVISOR
By:			By:
	VIKRAM GROVER			DAVID BURNS, PH.D.
	CEO			Consultant

 

www.himalayatechnologies.com

 

 

 

Exhibit 10.3

 

THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

HIMALAYA TECHNOLOGIES, INC.

 

WARRANT TO PURCHASE 20,000,000 SHARES

 

(SUBJECT TO ADJUSTMENT)

 

OF COMMON STOCK

 

(Void after February 11, 2027)

 

This certifies that for value David Gray Ph.D. (“Holder”) is entitled, subject to the terms set forth below, at any time from and after MARCH 10, 2024 (the “Original Issuance Date”) and before 5:00 p.m., Eastern Time, on MARCH 9, 2027, to purchase from HIMALAYA TECHNOLOGIES, INC., Inc., a Nevada Corporation (the “Company”), 20,000,000 common shares (subject to adjustment as described herein), of common stock (the “Common Stock”) of the Company, as constituted on the Original Issuance Date, upon surrender hereof, at the principal office of the Company referred to below, with a duly executed subscription form in the form attached hereto as Exhibit A and simultaneous payment therefor in lawful money of the United States or otherwise as hereinafter provided, at the exercise price per share equal to $0.001 per share, as may be adjusted as provided elsewhere herein (the “Purchase Price”). Term “Common Stock” shall include, unless the context otherwise requires, the stock and other securities and property at the time receivable upon the exercise of this Warrant. The term “Warrants” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant was issued in connection with the Advisory Board Agreement between HIMALAYA TECHNOLOGIES, INC. and David Gray Ph.D. effective March 10, 2024.

 

 

1. Exercise. The Holder may exercise this Warrant at any time or from time to time and after the Original Issuance Date and before 5:00 p.m., Eastern Time, on February 11, 2027, on any business day in a cashless exercise transaction. In order to effect a Cashless Exercise, the Holder shall surrender this Warrant at the principal office of the Company at HIMALAYA TECHNOLOGIES, INC. located at 108 Scharberry Lane #2, Mars, PA 16046 (info@himalayatechnologies.com) or c/o Nevada Registered Agent LLC, 401 Ryland St., Suite 200-A Reno, NV 89502, together with Subscription Form, completed and executed, indicating Holders election to effect a Cashless Exercise, in which event the Company shall issue Holder a number of shares of Common Stock equal to:

 

X = Y (A-B)/A

 

where:		X= the number of shares of Common Stock to be issued to Holder.
		Y=the number of shares of Common Stock purchasable under this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.
		B = the exercise price of this Warrant as adjusted hereunder; and
		A = the VWAP of the trading day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise” as set forth in the applicable Notice of Exercise.

 

2. “Fair Market Value” shall mean, as of any date, (i) if shares of the Common Stock are listed on a national securities exchange, the average of the closing prices as reported for composite transactions during the ten (10) consecutive trading days preceding the trading day immediately prior to such date or, if no sale occurred on a trading day, then the mean between the closing bid and asked prices on such exchange on such trading day; (ii) if shares of the Common Stock are not so listed but are traded on the Nasdaq SmallCap Market www.nasdaq.com (“NSCM”), the average of the closing prices as reported on the NSCM during the ten (10) consecutive trading days preceding the trading day immediately prior to such date or, if no sale occurred on a trading day, then the mean between the highest bid and lowest asked prices as of the close of business on such trading day, as reported on the NSCM; or if applicable, the Nasdaq National Market (“NNM”), or if not then included for quotation on the NNM or NSCM, the average of the highest reported bid and lowest reported asked prices as reported by the OTC Markets System or the National Quotations Bureau, as the case may be, or (iii) if the shares of the Common Stock are not then publicly-traded, the fair market price, not less than book value thereof, of the Common Stock as determined in good faith by the Holder.

 

3. Shares Fully Paid; Payment of Taxes. All shares of Common Stock issued upon the exercise of a Warrant shall be validly issued, fully paid and non-assessable, and the Company shall pay all taxes and other governmental charges (other than income taxes to the holder) that may be imposed in respect of the issue or delivery thereof.

 

 

4. Transfer and Exchange. This Warrant and all rights hereunder are not transferable or exchangeable.

 

5. Anti-Dilution Provisions. Not applicable.

 

6. Adjustment for Dividends in Other Stock and Property Reclassifications. Not applicable.

 

7. Adjustment for Reorganization, Consolidation and Merger. In case of any reorganization of the Company (or any other corporation the stock or other securities of which are at the time receivable on the exercise of this Warrant) after the Original Issuance Date, or in case, after such date, the Company (or any such other corporation) shall consolidate with or merge into another corporation or entity or convey all or substantially all its assets to another corporation or entity, then and in each such case Holder, upon the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise of this Warrant prior to such consummation, the stock or other securities or property to which such Holder would have been entitled upon such consummation if Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in this Section 4; in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property receivable upon the exercise of this Warrant after such consummation.

 

8. Adjustment for Certain Dividends and Distributions. If the Company at any time or from time to time makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event

 

(1) the Purchase Price then in effect shall be decreased as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction (A) the numerator of which is the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (B) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date as the case may be, plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, that if such record date is fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date, and thereafter the Purchase Price shall be adjusted pursuant to this Section 4.D as of the time of actual payment of such dividends or distributions; and

 

(2) the number of shares of Common Stock theretofore receivable upon the exercise of this Warrant shall be increased, as of the time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, in inverse proportion to the decrease in the Purchase Price.

 

 

9. Stock Split and Reverse Stock Split. If the Company at any time or from time to time effects a stock split or subdivision of the outstanding Common Stock, the Purchase Price then in effect immediately before that stock split or subdivision shall be proportionately decreased and the number of shares of Common Stock theretofore receivable upon the exercise of this Warrant shall be proportionately increased. If the Company at any time or from time to time effects a reverse stock split or combines the outstanding shares of Common Stock into a smaller number of shares, the Purchase Price then in effect immediately before that reverse stock split or combination shall be proportionately increased and the number of shares of Common Stock theretofore receivable upon the exercise of this Warrant shall be proportionately decreased. Each adjustment under this Section 4.E shall become effective at the close of business on the date the stock split, subdivision, reverse stock split or combination becomes effective.

 

10. No Impairment. The Company will not, by amendment of its Amended and Restated Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holders of the Warrants against impairment.

 

11. Restrictive Legend. The Shares (unless registered under the Act) shall be stamped or imprinted with a legend in substantially the following form:

 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR SUCH TRANSFER MAY BE MADE PURSUANT TO RULE 144 OR IN THE OPINION OF COUNSEL FOR THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT.

 

12. Notices of Record Date. In case:

 

● the Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise of the Warrants) for the purpose of entitling them to receive any dividend or other distribution, or any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or

 

● of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company with or into another corporation, or any conveyance of all or substantially all of the assets of the Company to another corporation, or

 

● of any voluntary dissolution, liquidation or winding-up of the Company,

then, and in each such case, the Company will mail or cause to be mailed to each holder of a Warrant at the time outstanding a notice specifying, as the case may be, (a) the date on which a record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (b) the date on which such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is expected to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such stock or securities at the time receivable upon the exercise of the Warrants) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up, such notice shall be mailed at least twenty (20) days prior to the date therein specified.

 

 

13. Stock Purchase Rights. Not applicable.

 

14. Loss or Mutilation. Upon receipt by the Company of evidence satisfactory to it (in the exercise of reasonable discretion) of the ownership of and the loss, theft, destruction or mutilation of any Warrant and (in the case of loss, theft or destruction) of indemnity satisfactory to it (in the exercise of reasonable discretion), and (in the case of mutilation) upon surrender and cancellation thereof, the Company will execute and deliver in lieu thereof a new Warrant of like tenor.

 

15. Reservation of Common Stock. Not applicable.

 

16. No Redemption of Warrant. This warrant may not be redeemed.

 

17. Notices. All notices and other communications from the Company to the Holder of this Warrant shall be mailed by certified mail to the address furnished to the Company in writing by the holder of this Warrant who shall have furnished an address to the Company in writing.

 

18. Change; Modifications; Waiver. The terms of this Warrant may only be amended, waived and or modified by written agreement of the Company and the Holder

 

19. Headings. The headings in this Warrant are for purposes of convenience in reference only and shall not be deemed to constitute a part hereof.

 

20. Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without regard to the conflicts of laws principles thereof. The parties hereto hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement, shall be brought solely in a federal or state court located in the City of Pittsburgh, Allegheny County and State of Pennsylvania. By its execution hereof, the parties hereby covenant and irrevocably submit to the in personam jurisdiction of the federal and state courts located in the City of Pittsburgh, Allegheny County and State of Pennsylvania and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in Pittsburgh. The parties hereto waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of its reasonable counsel fees and disbursements.

 

Dated: March 10, 2024

 

	HIMALAYA TECHNOLOGIES, INC.
	By:	/s/ VIKRAM GROVER
	Name:	VIKRAM GROVER
	Title:	CEO

 

 

EXHIBIT A

 

SUBSCRIPTION FORM

 

(To be executed only upon exercise of Warrant)

 

The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases _______ of the number of shares of Common Stock of HIMALAYA TECHNOLOGIES, INC., purchasable with this Warrant, and herewith makes payment therefor, all at the price and on the terms and conditions specified in this Warrant.

 

Dated:
			(Signature of Registered Owner)
			(Street Address)
			(City / State / Zip Code)

 

v3.24.0.1

Cover	Mar. 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 07, 2024
Entity File Number	000-55282
Entity Registrant Name	HIMALAYA TECHNOLOGIES, INC.
Entity Central Index Key	0001409624
Entity Tax Identification Number	26-0841675
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	108 Scharberry Lane #2
Entity Address, City or Town	Mars
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	16046
City Area Code	(630)
Local Phone Number	708-0750
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common
Trading Symbol	HMLA
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true

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