OMNIA WELLNESS INC. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities (form 8-K)

Item 1.01 Entry Into A Material Agreement.

On June 22, 2021, Omnia Wellness Inc. (the "Company") entered into a Stock Purchase Agreement (the "SPA") with DML 888 GmbH (the "Investor"), pursuant to which the Investor purchased 454,545 shares of the Company's common stock (the "Shares") at a purchase price per Share of $0.22.

The foregoing is a brief description of the terms of the SPA and is qualified in its entirety by reference to the full text of the SPA, which is included as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

As of June 22, 2021, the Company issued the Shares. The Shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), as no general solicitation was used in the offer and sale of such securities, and/or Regulation S promulgated under the Securities Act as the Investor is a non-U.S. person and the offer was made in an offshore transaction.

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