UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 18, 2025, StimCell Energetics Inc (the “Company” or “StimCell”) entered into a digital marketing services agreement (the “Agreement”) with Rain Communications Inc. (“Rain Communications”), an investor relations and public relations firm based in Vancouver, British Columbia, to provide comprehensive services for an eight-month term commencing on March 18, 2025. Rain Communications will endeavor to increase awareness of StimCell, its eBalance® product, and its securities. Rain Communications is an independent service provider and, except as disclosed below, does not directly or indirectly have an interest in the securities of the Company.
Under the Agreement, the Company will issue Rain 125,000 shares in the Company’s common stock per month for services rendered at a deemed price of $0.20 per share over the eight-month service period for a total consideration of $200,000.
The shares of common stock to be issued to Rain Communications will be issued pursuant to provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”) on the basis that Rain Communications is not a resident of the United States, and is otherwise not “U.S. person” as that term is defined in Rule 902(k) of Regulation S of the Act and were not in the United States.
ITEM 3.02UNREGISTERED SALES OF EQUITY SECURITIES
On March 25, 2025, StimCell entered into a debt settlement with its service provider to settle $15,000 in outstanding debt through the issuance of 75,000 shares of the Company’s common stock (the “Debt Settlement”). The shares are being issued pursuant to the provisions available under the Rule 506(b) of Regulation D of the Act on the basis that the subscriber is an “accredited investor” as that term is defined under Regulation D of the Act.
ITEM 7.01REGULATION FD DISCLOSURE
On March 26, 2025, StimCell Energetics Inc. (the “Company”) issued an informational news release (the “Release”) announcing a debt settlement by issuing common shares of the Company, and a strategic partnership with Rain Communications Inc. an investor relations and public relations firm based in Vancouver, British Columbia, to provide comprehensive services for an eight-month term commencing on March 18, 2025. A copy of the Release is attached to this Current Report on Form 8-K as Exhibit 99.1.
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.
(d)Exhibits
The following exhibits are provided with this Current Report:
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| Digital marketing services agreement between the Company and Rain Communications Inc. dated March 18, 2025. | |
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| Debt settlement agreement dated March 24, 2025 | |
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| News release dated March 26, 2025 |
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SIGNATURE
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.
| STIMCELL ENERGETICS INC. |
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Date: March 28, 2025 |
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| By: /s/ David Jeffs |
| David Jeffs, |
| Chief Executive Officer |
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