Item
1.01. Entry Into a Material Definitive Agreement
On
January 17, 2017, the Board of Directors of Novus Robotics, Inc., a Nevada corporation (the “Company”) authorized
the execution of that certain settlement agreement (the Settlement Agreement”) and corresponding promissory note (the “Note”)
between the Company and its President/Chief Executive Officer, Berardino Paolucci (“Paolucci”). In accordance with
the terms and provisions of the Settlement Agreement, Paolucci agreed to refrain from converting certain debt into shares of the
Company’s common stock and to accept the settlement and payoff of $100,000 (the “Settlement Debt”). Paolucci’s
agreement to forego his right and opportunity to convert the debt into approximately 2,616,600 shares of common stock of the Company
represented a large potential monetary loss based upon the anticipated increase in the trading price and valuation of the Company’s
shares of common stock. As of the date of this Current Report, the Company’s common stock is trading at $1.7425, which represents
a current monetary value of $4,559,425.50 in the event such debt was converted. Paolucci recognized his potential conflict of
interest associated with the Settlement Agreement and as a member of the Board of Directors analyzed several factors and criteria
with regards to his decision to enter into the Settlement Agreement as being in the best interests of the Company and its shareholders.
The
history of the Settlement Debt is as follows.
It
was previously reported and disclosed that the Company had issued: (i) that certain convertible promissory note dated December
15, 2006 in the principal amount of $60,000.00 (the “Treanor Convertible Note”), to Stephen Treanor (“Treanor”),
which a portion of the principal and accrued interest in the amount of $36,000 was subsequently settled pursuant to the terms
and provisions of that certain settlement agreement dated December 15, 2009 between the Company and Treanor (the “Treanor
Settlement Agreement”); (ii) that certain convertible promissory note dated April 15, 2008 in the principal amount of $40,000.00
(the “Boyle Convertible Note”), to Donna Boyle (“Boyle”), which all the principal and accrued interest
in the amount of $41,600.00 was subsequently settled pursuant to the terms and provisions of that certain settlement agreement
dated December 15, 2009 between the Company and Boyle (the “Boyle Settlement Agreement”); and (iii) that certain convertible
promissory note dated December 15, 2006 in the principal amount of $60,000.00 (the “Russell Convertible Note”), to
Raymond Russell (“Russell”), which a portion of the principal and accrued interest in the amount of $36,000 was subsequently
settled pursuant to the terms and provisions of that certain settlement agreement dated December 15, 2009 between the Company
and Russell (the “Russell Settlement Agreement”).
It
was further previously disclosed that in accordance with the terms and provisions of that certain share exchange agreement dated
January 27, 2012 (the “Share Exchange Agreement”) between the Company and D Mecatronics Inc., a private corporation
(“D Mecatronics”) and the shareholders of D Mecatronics (the “D Mecatronics Shareholders”), the Company
acquired all of the total issued and outstanding shares of D Mecatronics in exchange for the issuance of shares of its common
stock to the D Mecatronic Shareholders and the assignment the Treanor Convertible Note, the Boyle Convertible Note and the Russell
Convertible Note to Paolucci.
On
August 26, 2016, Paolucci entered into those certain debt purchase agreements dated August 26, 2016 (each, the “Debt Purchase
Agreement”), which Debt Purchase Agreement was consummated on September 2, 2016 with payment of consideration. As of the
date of the Debt Purchase Agreements, the aggregate amount that remained due and owing under the Treanor Convertible Note, the
Boyle Convertible Note and the Russell Convertible Note was $39,864.00 (the “Debt”). Paolucci was the holder of all
right, title and interest in and to the Debt due and owing by the Company, which Debt is evidenced on the audited and reviewed
financial statements of the Company commencing as filed with the Securities and Exchange Commission.Therefore, two separate unrelated
parties entered into a separate Debt Purchase Agreement with Paolucci for payment of consideration each in the amount of $12,500.00
(each, the “Purchase Price”) and Paolucci sold and transferred all of his repsecitve right, title and interest, including
conversion rights of $0.005 per share, in and to the Debt.
Thus,
the remaining amount of debt and accrued interest settled that comprised the Settlement Debt was $13,083.20 as at December 31,
2016.