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

Item 1.01. Conclusion of a significant definitive agreement

On October 26, 2022 the Company has entered into an advisory agreement with Angel Marketing, LLC and Kalmia, LLC (collectively the “Consultants”). Pursuant to the Agreement, the Consultants will, among other things, create a personalized positive investment image for the Company and communicate this image to the investment community, including but not limited to individual investors, family offices , institutional investors, hedge funds and others. , brokers, stock trading companies and the general public.

As part of these services, the Consultants:


  ? arrange meetings and conference calls with retail brokers, special situation
    funds and institutions,

  ? sponsor non-deal road shows for the Company with investment banks to target
    both retail and institutional investors, and

  ? secure invitations to industry conferences for Company to make presentations.



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


  ? 200,000 restricted shares of the Company's common stock;

  ? a warrant which will allow the Consultants to purchase 200,000 shares of the
    Company's common stock at any time on or before October 26, 2023 at a price of
    $1.00 per share; and

  ? a warrant which will allow the Consultants to purchase 200,000 shares of the
    Company's common stock at any time on or before October 26, 2024 at a price of
    $1.00 per share.



The Company will also pay the Consultants $10,000 per month during the twelve-month period commencing November 1, 2022.

Section 3.02. Unregistered sale of Equity securities.

The Company has 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 point 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