SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): May ~~December 8~~23, ~~2023~~2024

Meso Numismatics Inc. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Nevada		000-56010		88-0492191
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

433 Plaza Real Suite 275

Boca Raton, Florida

33432

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (800) 889-9509

(Former name or former 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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17CFR 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: None.

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

Emerging growth company ☐

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. ☐

~~Section 1~~Securities -registered ~~Registrant’s~~pursuant ~~Business~~to ~~and~~Section ~~Operations~~12(b) of the Act: None.

~~Item 1.01.~~SECTION ~~Entry~~2 ~~into~~– ~~a Material Definitive Agreement~~Financial Information

OnItem ~~December 8, 2023, we entered into an Equity Financing Agreement (the “Financing Agreement”) and Registration Rights Agreement with GHS~~2.02 ~~Under~~Results ~~the terms~~ of ~~the~~Operations ~~Financing Agreement, GHS agreed to provide us with up to $10,000,000 upon effectiveness of a registration statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities~~ and ~~Exchange~~Financial ~~Commission (the “SEC” or “Commission”)~~Condition.

~~Following effectiveness~~On ofMay ~~the~~22, ~~Registration Statement~~2024, we ~~shall~~issued ~~have~~a ~~the~~press ~~discretion~~release toconcerning ~~deliver puts to GHS and GHS will be obligated to purchase shares of~~ our ~~common stock, par value $0.001 per share (the “Common Stock”) based on the investment amount specified in each~~positive ~~put~~operating ~~notice.~~cash ~~The~~flow ~~maximum~~for ~~amount that~~ the ~~Company~~quarter ~~shall~~ended beMarch ~~entitled to put to GHS in each put notice shall not exceed 250% of the average daily trading dollar volume of the Company’s Common Stock during the 10 trading days preceding the put~~31, ~~in an amount equaling less than $10~~2024,~~000~~ orand ~~greater~~other ~~than $700,000~~matters.

~~Pursuant to~~The ~~the~~press ~~Financing~~release ~~Agreement,~~is ~~GHS~~furnished ~~and~~with ~~its~~this ~~affiliates~~Current ~~will~~Report ~~not~~on beForm ~~permitted to purchase and we may not put shares of our Common Stock to~~8-K ~~GHS~~as ~~that~~Exhibit ~~would result in GHS’s beneficial ownership equaling more than 4.~~99~~% of our outstanding Common Stock~~.1. The ~~price~~information offurnished ~~each put~~under ~~share~~this ~~shall~~Item be2.02 ~~equal~~and toItem ~~80%~~9.01 of ~~the~~this ~~Market~~Current ~~Price~~Report ~~(as~~on ~~defined~~Form in8-K, ~~the~~including ~~Financing~~Exhibit ~~Agreement)~~99.1, shall ~~Following~~not anbe ~~up-list~~deemed to ~~the~~be ~~NASDAQ~~“filed” orfor ~~an equivalent national exchange by~~ the ~~Company,~~purposes ~~the~~of ~~Purchase~~Section ~~price~~18 ~~shall mean 90%~~ of the ~~lowest~~Securities ~~volume~~Exchange ~~weighted~~Act ~~average~~of ~~price~~1934, ~~during~~as ~~the Pricing Period~~amended, or otherwise subject to athe ~~floor~~liabilities of ~~$0.001~~that ~~per~~section, ~~share.~~nor ~~Puts~~shall ~~may~~it be ~~delivered~~deemed incorporated by usreference toin ~~GHS~~any ~~until~~registration ~~the~~statement ~~earlier~~or ofother 24filing under ~~months~~the ~~from~~Securities ~~the~~Act ~~date~~ of ~~the~~1933, ~~Financing~~as ~~Agreement~~amended, orregardless ~~the~~of ~~date~~any ongeneral ~~which~~incorporation ~~GHS~~by ~~has~~reference ~~purchased~~language anin ~~aggregate~~such ~~of $10~~filing,~~000,000~~ ~~worth~~except ofas shall ~~Common~~be ~~Stock~~expressly ~~under~~set ~~the~~forth ~~terms~~by ~~of the~~specific ~~Financing~~reference ~~Agreement~~in any such filing.

~~Actual sales~~SECTION of9 ~~shares~~– ~~of Common Stock to GHS under the Financing Agreement will depend on a variety of factors to be determined by us from~~Financial ~~time~~Statements ~~to time, including, among others, market conditions, the trading price of the Common Stock~~ and ~~determinations by us as to the appropriate sources of funding for our company and its operations.~~Exhibits

We will pay a fee of 2% of the gross proceeds we receive from sales of Common Stock under the Financing Agreement, to Icon Capital Group, LLC (“Icon”) as placement agent under a Placement Agent Agreement.

Additionally, as required by the Financing Agreement, we issued 50,000 common shares to GHS (the “Commitment Shares”).

The Registration Rights Agreement provides that we shall (i) use our best efforts to file with the Commission the Registration Statement within 30 days of the date of the Registration Rights Agreement; and (ii) have the Registration Statement declared effective by the Commission within 30 days after the date the Registration Statement is filed with the Commission, but in no event more than 90 days after the Registration Statement is filed.

The foregoing description of the Financing Agreement, Registration Rights Agreement and Placement Agent Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Financing Agreement, Registration Rights Agreement and Placement Agent Agreement, which are filed as Exhibits 10.1 - 10.3 hereto and incorporated herein by reference.

Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

The disclosure contained in Item 1.01, regarding the Commitment Shares herein is incorporated by reference into this Item 3.02.

The shares above were issued in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D under the Securities Act, based in part on the representations of the investor.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Equity Financing Agreement, dated December 8, 2023
99.1		Press Release, dated May 23, 2024
10.2		Registration Rights Agreement, dated December 8, 2023
10.3		Placement Agent Agreement with Icon, dated December 8, 2023
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.

Meso Numismatics Inc. /s/ ~~Dave~~David Christensen ~~Dave~~David Christensen Chief Executive Officer Date: May 23, 2024

~~Date: December 13, 2023~~2

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