UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~August~~Date 18of Report (Date of earliest event reported): December 19, ~~2021~~2022

~~Date~~VERONI ofBRANDS ~~Report (Date of earliest event reported)~~CORP.

Veroni Brands Corp.

(Exact name of registrant as specified in its charter)

Delaware	0000-55735	81-4664596
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

2275 Half Day Rd. Suite 346 Bannockburn, IL		60015
(Address of principal executive offices)		(Zip Code)

2275 Half Day Rd. Suite 346

~~(888)794-2999~~Bannockburn, IL 60015

~~Registrant’s~~(Address ~~telephone~~of ~~number,~~principal ~~including~~executive ~~area code~~offices)

~~Not~~(888) ~~applicable~~794-2999

(~~Former~~Registrant’s ~~name~~telephone ~~or former address~~number, ifincluding ~~changed~~area ~~since last report~~code)

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.~~

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

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. ☐

Item 4 1.0201 ~~Non-Reliance~~Entry oninto ~~Previously Issued Financial Statements or~~ a ~~Related~~Material ~~Audit~~Definitive ~~Report or Completed Interim Review~~Agreement.

On ~~August~~December 1819, ~~2021~~2022, Veroni Brands Corp. (the “~~registrant” or the “~~Company”) ~~was~~entered ~~advised~~into bythat ~~M&K~~certain ~~CPA,~~Stock ~~PLLC~~Purchase Agreement (the “~~M&K~~Purchase Agreement”), ~~its~~ ~~registered~~by ~~independent~~and ~~public~~among ~~accountant~~the ~~for~~Company, ~~the~~Oxigenesis, ~~fiscal~~Inc., ~~year~~a ~~ended~~California ~~December~~corporation 31(“Oxigenesis”), ~~2020,~~and ~~that~~ the ~~financial~~selling ~~statements~~shareholders identified ~~for~~therein (the ~~year ended~~“Selling ~~December 31~~Shareholders,” ~~2019~~and ~~should~~together ~~not~~with beOxigenesis, ~~relied upon. The Company failed to record~~ the ~~right-of-use~~“Sellers”) ~~asset~~whereby ~~and liability related to~~ the ~~lease~~Company ofhas ~~its~~agreed ~~office~~to atacquire ~~2275~~from ~~Half~~the ~~Day~~Sellers ~~Road~~all inof ~~2019 and erroneously recorded~~ the ~~conversion~~issued ofand aoutstanding ~~promissory~~share ~~note~~capital ~~into common stock in 2019. The conversion~~ of Oxigenesis (the ~~note~~“Oxigenesis ~~took place in early 2020~~Shares”).

~~The~~As ~~Company~~consideration ~~intends~~for tothe ~~file~~Oxigenesis anShares, ~~amendment~~the toCompany ~~its~~agreed ~~Annual~~to, ~~Report~~at onthe ~~Form~~closing: ~~10-K~~(i) ~~for~~pay the ~~year~~Sellers ~~ended December 31~~$3, ~~2019~~000,000 ~~originally filed with the Securities and Exchange Commission~~ (the “~~SEC~~Cash Consideration”); (ii) onissue ~~April~~the ~~14,~~Sellers ~~2020,~~two ~~and~~secured ~~its~~convertible ~~Quarterly~~promissory ~~Report~~notes onin ~~Form~~the ~~10-Q~~aggregate ~~for~~principal ~~the~~amount ~~period~~of ~~ending March 31~~$2, ~~2020~~000,000 ~~originally~~(the ~~filed~~“Secured ~~with~~Notes”); (iii) issue the ~~SEC~~Sellers ~~on May 15~~2, ~~2020~~857,142 toshares ~~amend~~(the ~~and~~“Stock ~~restate~~Consideration”) ~~financial~~of ~~statements~~common ~~and~~stock ~~other~~of ~~financial information. Accordingly,~~ the Company’s, ~~previously~~par ~~issued~~value ~~financial~~$0.0001 ~~statements~~per share ~~contained in~~ (the ~~Company’s~~“Common ~~Annual~~Stock”); ~~Report~~and on(iv) ~~Form~~issue ~~10-K~~to ~~for~~ the ~~year~~Sellers, ~~ended December 31~~2,857,143 ~~2019~~options ~~and Quarterly Report on Form 10-Q for~~ (the ~~period~~“Options”) ~~ending~~to ~~March~~purchase ~~31,~~shares of ~~2020~~common ~~should~~stock noof ~~longer~~the ~~be relied upon. The~~ Company’s ~~Board~~(the of“Stock ~~Directors~~Option Consideration” and, ~~management~~together ~~discussed~~ with ~~M&K~~ the ~~matters~~Cash ~~disclosed~~Consideration inand ~~this~~the ~~Item~~Stock Consideration, ~~4.02(b)~~the on“Purchase ~~August 18, 2021~~Price”).

The ~~restatements~~Secured ~~are~~Notes ~~expected~~shall tobear ~~have~~interest anat ~~impact~~a onrate ~~the~~of ~~financial~~6% ~~statements~~per ~~for~~annum, ~~the~~with ~~year~~no ~~ended~~interest ~~December~~accruing ~~31,~~during ~~2019~~the ~~and~~first ~~Quarterly~~year, ~~Report~~then onaccrued interest paid ~~Form~~annually ~~10-Q~~starting ~~for~~in the ~~period~~second ~~ending March 31~~year, ~~2020,~~with asthe ~~previously~~outstanding ~~filed,~~principal ~~with~~and ~~changes~~interest ~~reflected~~then inoutstanding on the ~~relevant~~Secured ~~financial~~Notes ~~statements,~~ due in a single topayment ~~changes~~on inthe ~~presentation~~date ofthat ~~right~~is twenty-~~of-use~~four ~~asset~~(24) ~~and~~months ~~liability,~~from ~~notes~~the ~~payable,~~date ~~and~~of ~~stockholders’~~issuance ~~equity,~~(the ~~which~~“Maturity ~~impacted~~Date”), with the ~~Company’s~~Sellers having ~~related~~an ~~disclosures~~option, ~~and~~exercisable ~~Management’s~~at ~~Discussion~~any ~~and~~time ~~Analysis~~prior ofto ~~Financial~~the ~~Condition.~~Maturity NoDate, ~~changes due~~ to convert the ~~restatement~~then ~~are~~outstanding ~~expected to~~principal ~~have~~and ~~any~~interest ~~impact~~into onshares ~~our~~of Common ~~cash~~Stock ~~position,~~at ~~cash~~a ~~flow,~~conversion ~~liquidity,~~price orequal ~~operations~~to $1.75 per share.

~~Management~~In ~~evaluated~~connection ~~its~~with ~~prior~~the ~~conclusions~~Purchase ~~regarding~~Agreement and the ~~effectiveness~~issuance of the ~~Company’s~~Secured ~~disclosure~~Notes, ~~control~~at ~~and~~the ~~procedures and internal control over financial reporting. Based on that evaluation~~closing, ~~management~~the ~~has~~Company ~~concluded~~and ~~that~~each ~~this~~of ~~matter~~the ~~resulted~~Sellers ~~from~~will enter ainto ~~material~~security ~~weakness~~agreements in (the ~~Company’s~~ ~~internal~~“Security ~~control~~Agreements”), ~~over~~whereby ~~financial~~as ~~reporting~~collateral ~~pertaining~~security tofor the ~~application~~prompt ofpayment ~~ASC~~in ~~842~~full when ~~during~~due ~~2019. As a result~~ of the ~~material weakness~~obligations ~~pertaining~~due tothe ~~our~~Sellers ~~omission~~under ~~with regard to~~ the ~~revised~~Secured ~~presentation of these items~~Notes, the Company ~~has~~will ~~concluded~~agreed ~~that~~to ~~its~~grant ~~internal control~~the ~~over~~Sellers ~~financial~~a ~~reporting~~lien on and ~~its~~security interest ~~disclosure~~in ~~controls~~ and ~~procedures~~to ~~were~~all ~~ineffective as~~ of the ~~periods~~Company’s ~~referenced above~~assets.

~~Management~~The ~~and~~Options shall be issued pursuant to the Company’s ~~Audit~~incentive ~~Committee~~stock ~~have~~option ~~consulted~~plan ~~M&K~~and ~~regarding~~shall be exercisable until the ~~matters~~thirty-six ~~disclosed~~(36) month inanniversary ~~this~~of ~~Form~~the ~~8-K~~Closing inDate ~~reaching~~(as defined in the ~~conclusion to~~Purchase ~~restate~~Agreement), ~~the~~at ~~Financial~~an ~~Statements~~exercise ~~for~~price ~~the~~of ~~above~~$1.75 ~~noted~~per ~~periods~~share.

~~Item~~The Purchase ~~9.01~~Agreement ~~Financial~~contains ~~Statements~~customary representations, warranties, covenants, indemnification and ~~Exhibits~~other terms for transactions of this nature.

Regulation S-K Number		Document
7.1		Non reliance letter from M&K CPAS, PLLC pursuant to Item 4.02(b), dated August 18, 2021

There is no guarantee that the closing (the “Closing”) of the transactions contemplated by the Purchase Agreement will occur. The closing is subject to certain conditions, including, among other things: (i) the completion of an audit of Oxigenesis; and (ii) the Company successfully obtaining financing of at least $4,000,000 (the “Financing”) by the Closing Date (the “Financing Condition”). If the Company is unable to obtain the Financing, the Company may provide written notice to Sellers stating that the Company has been unable to obtain the Financing and notify Sellers that the Company has, subject to the express written permission of the Sellers, elected to either (i) waive the Financing Condition, in which event the Purchase Agreement will continue as if the Financing had been obtained or (ii) terminate the Purchase Agreement. In the event the contemplated financing is frustrated due to reasons outside of the Company’s control and through no fault of the Company, then the Company may elect to terminate the Purchase Agreement and the Company and Sellers shall be released from all further obligations under the Purchase Agreement or the Company may elect to proceed to closing, subject to the express written permission of the Seller, which permission shall not be unreasonably withheld.

~~Signatures~~Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of and does not purport to be a complete description of the rights and obligations of the parties to the Secured Notes, the Purchase Agreement and the Security Agreements, and such description is qualified in its entirety by reference to the full text of the form of Secured Notes, the Purchase Agreement and the form of Security Agreements, copies of which are filed as Exhibits 4.1, 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

~~Pursuant~~Item to9.01. ~~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~~Exhibits.

~~Veroni~~(d) ~~Brands Corp.~~Exhibits

/s/: Igor Gabal Igor Gabal,President August 19, 2021

Exhibit No.		Exhibit
4.1		Form of Secured Note
10.1#		Stock Purchase Agreement, dated December 19, 2022, by and among Veroni Brands Corp., Oxigenesis, Inc., and the selling shareholders
10.2		Form of Security Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~EXHIBIT~~# Certain schedules to this exhibit have been omitted pursuant to Regulation ~~INDEX~~S-K Item 601(a)(5). The registrant agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

Regulation S-K Number		Document
7.1		Non reliance letter from M&K CPAS, PLLC pursuant to Item 4.02(b), dated August 18, 2021

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.

	VERONI BRANDS CORP.

Dated: December 22, 2022	By:	/s/ Igor Gabal
		Igor Gabal, President and
		Chief Financial Officer

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