UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

~~Date~~DATE ofOF ~~Report~~REPORT (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): ~~May 31, 2022~~

July 12, 2023

____________________

Rapid Therapeutic Science Laboratories, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction

of incorporation)

001-55018

(Commission File

Number)

46-2111820

(IRS Employer

Identification No.)

~~5580~~558 ~~Peterson~~County ~~Lane,~~Road ~~Suite~~472 ~~120~~De ~~Dallas~~Leon, ~~Texas~~TX (Address of principal executive offices) ~~75201~~76444 (Zip code)

Registrant’s telephone number, including area code: (800) 497-6059

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 (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: None

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).

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 ☐

1Item 4.01.Change in Registrant’s Certifying Accountant.

~~Item~~Effective 1July 12, 2023, PWR CPA, LLP (“PWR”) advised Rapid Therapeutic Science Laboratories, Inc.01 ~~Entry~~(the ~~into~~“Company”) that it had reached a ~~Material~~decision ~~Definitive~~to ~~Agreement~~resign as the Company’s independent registered public accounting firm for business reasons. As a result, the Company’s Board of Directors recommended and approved the engagement of TPS Thayer, LLC (“TPS”) to serve as the Company’s independent registered public accounting firm, effective immediately.

OnThe ~~May~~report ~~31,~~of ~~2022,~~PWR ~~Rapid~~on ~~Therapeutic Science Laboratories, Inc. (~~the ~~“Company”,~~financial ~~“we”~~statements orof ~~“us”), entered into an Amendment, Waiver and Purchase Agreement (~~the ~~“Agreement”) with an accredited investor (the “Purchaser”), pursuant to which the~~ Company ~~extended~~as ~~the maturity~~ of ~~its~~and ~~existing~~for ~~Convertible Debenture payable to~~ the ~~Purchaser,~~two ~~dated~~years ~~August~~ended 1,December ~~2021~~31, ~~in the total amount of $1~~2022,~~941,176,~~ ~~until~~contained ~~the~~no ~~completion~~adverse ofopinion ~~its~~or ~~planned~~disclaimer ~~public offering~~ of ~~securities,~~opinion and ~~entered~~was ~~into~~not aqualified ~~new~~or ~~Convertible~~modified ~~Debenture~~as ~~payable~~ to ~~the~~uncertainty, ~~Purchaser~~audit ~~in the gross amount of $411~~scope,~~764,~~ onor ~~substantially~~accounting ~~equivalent terms~~principles.

~~Specifically,~~During the Company’s ~~has~~two ~~entered~~fiscal ~~into~~years ~~various~~ended ~~binding~~December ~~agreements~~31, ~~with~~2022, ~~the~~and ~~Purchaser as follows: (i) Extended~~ the ~~maturity~~subsequent ofinterim ~~the~~period ~~existing~~from ~~Convertible~~January ~~Debenture payable to the Purchaser, in the total amount of $~~1,~~941,176,~~ 2023 to the ~~earlier~~date of athis ~~Qualified~~report, ~~Offering~~there ~~(as~~were ~~defined)~~no ordisagreements ~~unitl~~between the Company’s ~~Common~~and ~~Stock~~PWR ~~is listed~~ on aany ~~“national~~matter ~~securities~~of ~~exchange”~~accounting asprinciples ~~defined~~or inpractices, ~~the~~financial ~~Exchange~~statement ~~Act; (ii) Entered into a new Convertible Debenture payable to the Purchaser~~disclosure, inor ~~the~~auditing ~~gross~~scope ~~amount~~or ~~of $411~~procedure,~~764~~ ~~(resulting~~which ~~in a net amount of $350~~disagreements,~~000),~~ ~~with~~if anot ~~maturity~~resolved ofto the ~~earlier~~satisfaction of aPWR, ~~Qualified~~would ~~Offering~~have ~~(as~~caused ~~defined)~~PWR or unitl the Company’s Common Stock is listed on a “national securities exchange” as defined in the Exchange Act; (iii) Extended the expiration of the existing Common Stock Purchase Warrants granted to ~~the~~make ~~Purchaser,~~reference ~~dated August 1, 2021,~~ to ~~purchase a total of 194,118 shares of~~ the ~~Company’s Common Stock at an exercise price of $10.00 per share (~~subject tomatter ~~certain adjustments) from August 3, 2026 to August 3, 2028; and (iv) Entered into a new grant~~ of ~~Common~~such ~~Stock~~disagreements ~~Purchase~~in ~~Warrants~~connection towith ~~the~~its ~~Purchaser,~~audit toreports ~~purchase~~on ~~a total of 388,236 shares of~~ the Company’s ~~Common~~financial ~~Stock at an exercise price of $10~~statements.~~00 per share (subject to certain adjustments) with an expiration date of August 3, 2028.~~

~~The~~During ~~closing~~the ofCompany’s ~~the~~fiscal ~~transactions~~year ~~contemplated~~ended byDecember ~~the~~31, ~~Agreement~~2022, ~~including~~and the ~~sale~~subsequent ofinterim ~~the~~period ~~new~~from ~~Convertible~~January ~~Debenture~~1, 2023 to the ~~Purchaser~~date ~~and the issuance~~ of ~~the~~this ~~new~~report, ~~Common~~there ~~Stock~~were ~~Purchase~~no ~~Warrants~~reportable toevents within the ~~Purchaser,~~meaning ~~occurred~~of onItem ~~May~~304(a)(1)(v) ~~31,~~of ~~2022~~Regulation S-K.

*During *the *Company’s *fiscal *years ended December 31, 2022 and 2021, and the subsequent interim period from January 1, 2023 to the date of this report, the Company did not consult with TPS regarding any of the matters set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.

The ~~foregoing~~Company ~~summary~~has ofprovided ~~the~~PWR ~~Agreement,~~with ~~the~~a ~~new~~copy ~~Convertible~~of ~~Debenture~~the ~~payable~~disclosures toin ~~the~~this ~~Purchaser,~~report and ~~the~~has ~~new~~requested ~~grant~~that ofPWR ~~Common~~furnish ~~Stock~~it ~~Purchase~~with ~~Warrants~~a ~~issued~~letter tocontaining ~~the~~its ~~Purchaser~~statements ~~are~~with ~~qualified~~regard into ~~their~~this ~~entirety,~~matter. byA ~~reference~~copy toof ~~the~~this ~~Exhibits~~letter inis ~~this~~filed ~~Current~~as ~~Report~~Exhibit on16.1 ~~Form~~to ~~8-K~~this report.

~~This~~Item ~~Current~~9.01Financial ~~Report~~Statements onand Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdictionExhibits.

~~Item 2~~(d)Exhibits.~~03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~

The ~~information~~following ~~set~~Exhibits ~~forth in Item 1.01 of this Current Report on Form 8-K relating to the Debenture, and the form of Debenture attached as an Exhibit hereto,~~ are ~~incorporated~~filed ~~by reference into this Item 2.03 in their entirety.~~herewith:

Item 3.02 Unregistered Sales of Equity Securities.

Exhibit No.		Description

16 .1		Letter to the Company from PWR CPA, LLP dated July 12, 2023.

104		Inline XBRL for the cover page of this Current Report on Form 8-K

The information in Item 1.01 of this Current Report on Form 8-K relating to the Agreement, the Debenture, and the form of Debenture are incorporated by reference into this Item 3.02. We claim an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act, for such issuances and grants, since the foregoing issuances and grants did not involve a public offering, the recipients were (a) “accredited investors”; and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act, the recipients acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. The securities are subject to transfer restrictions, and the certificates evidencing the securities contain/will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities

2SIGNATURES

~~may~~Pursuant ~~not~~to bethe ~~offered~~requirements orof ~~sold~~the inSecurities ~~the~~Exchange ~~United~~Act ~~States~~of ~~absent~~1934, ~~registration~~the orregistrant anhas ~~exemption~~duly ~~from~~caused ~~registration~~this ~~under~~report ~~the~~to ~~Securities~~be ~~Act~~signed ~~and~~on ~~any~~its ~~applicable~~behalf ~~state~~by ~~securities~~the ~~laws~~undersigned, thereunto duly authorized.

~~Item~~RAPID ~~3.03~~THERAPEUTIC ~~Material Modification to Rights of Security Holders.~~SCIENCE

~~The information set forth in Item 1.01 of this Current Report on Form 8-K relating to the Agreement~~LABORATORIES, the Debenture, and the form of Debenture attached as an Exhibit hereto, including, but not limited to, the restrictions on the Company’s use of working capital and other limitations upon the payment of dividends thereunder are incorporated by reference into this Item 3INC.~~03 in their entirety.~~

~~Item~~/s/ 9Donal R.01 ~~Financial~~Schmidt, ~~Statements and Exhibits~~Jr.

~~The~~Donal ~~following~~R. ~~Exhibits~~Schmidt, ~~are filed herewith:~~Jr.

Exhibit No.		Description
10.1*		Form of Amendment, Waiver and Purchase Agreement, dated May 31, 2022, by and between Rapid Therapeutic Science Laboratories, Inc., and the Purchaser party thereto.
10.2*		Form of Convertible Debenture, dated May 31, 2022, payable to the Purchaser, in the amount of $411,764.
10.3*		Form of Common Stock Purchase Warrant of Rapid Therapeutic Science Laboratories, Inc., dated May 31, 2022, granted to the Purchaser.
104		Inline XBRL for the cover page of this Current Report on Form 8-K

Chief Executive Officer

*FiledJuly ~~herewith.~~ 14, 2023

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, thereunto duly authorized.

RAPID THERAPEUTIC SCIENCE

LABORATORIES, INC.

Date: May 31, 2022

/s/ Donal R. Schmidt, Jr.

Name: Donal R. Schmidt, Jr.

Title: Chief Executive Officer

Filing Compare · Rapid Therapeutic Science Laboratories, Inc.