UNITED STATES

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): December 24, 2024

Bantec, Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-55789		30-0967943
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

37 Main Street, Sparta, NJ 07871

(Address of principal executive offices) (Zip Code)

(203) 220-2296

(Registrant’s telephone number, including area code)

Not applicable

(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 (see General Instruction A.2. below):

☐	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: Not applicable.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On December 18, 2024, Bantec, Inc. (the “Company”) consented to an Assignment Agreement entered into between Frondeur Partners LLC (“Frondeur”) and Matterhorn Partners LLC (“Matterhorn”) wherein Frondeur assigned certain outstanding Company debt obligations (“Notes”) held by Frondeur to Matterhorn for cash consideration to Frondeur. The assigned Notes, in aggregate, comprised of principal and interest in the amount of $142,668.49 as of the date of the Assignment Agreement.

In connection with the Assignment Agreement, the Company exchanged the Notes and issued an amended and restated convertible promissory note to Matterhorn in the principal amount of $142,668.49 (“Restated Note”). The Restated Note is convertible into the Company’s common stock per the terms of the Restated Note.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:

Exhibit No.		Description
4.1 10.1 104		Assignment Agreement dated December 18^th, 2024. Amended and Restated Convertible Promissory Note Dated December 18, 2024. Cover Page Interactive Data File (the cover page XBRL tags are embedded in 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.

Date: March 19, 2025	Bantec, Inc.

	By:	/s/ Michael Bannon
		Name:	Michael Bannon
		Title:	President and CEO

Bantec, Inc. 8-K