VIRTUAL INTERACTIVE TECHNOLOGIES CORP. : Entering a Material Definitive Agreement, Unrecorded Sale of Equity Securities (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement

On August 16, 2022 the Company has entered into an advisory agreement with
Foundation Stones, Inc. and Makena Investment Advisors, Inc. (collectively the “Consultants”). Pursuant to the Agreement, the Consultants will, among other things, assist the Company in:

  ? creating interactive gaming and entertainment experiences, including
    metaverse, utilizing blockchain and Non-Fungible Tokens; and

  ? investor and public relations.


In return for these services, the Company will provide the Consultants with:

  ? 450,000 restricted shares of the Company's common stock;

  ? a warrant which will allow the Consultants to purchase 450,000 shares of the
    Company's common stock at any time on or before August 16, 2023 at a price of
    $1.00 per share; and

  ? a warrant which will allow the Consultants to purchase 450,000 shares of the
    Company's common stock at any time on or before August 16, 2024 at a price of
    $1.00 per share.


The consultancy contract expires on August 16, 2023.

Item 3.02. Unregistered sale of Equity securities.

The Company relied on the exemption provided by Section 4(a)(2) of the Securities Act of 1933 in connection with the issuance of the securities described in Section 1.01 of this report. The persons who acquired these securities were well-informed investors and received full information on the operations of the Company. There was no general solicitation in connection with the issuance of the securities described in section 1.01 of this report. The persons who acquired these securities acquired them for their own account. The certificates representing such securities will bear restricted notices providing that they may only be transferred pursuant to an effective registration statement or an exemption from registration.

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Perry A. Thomasson