WCUI Wellness Center USA Inc (PK)

Item 1.01 Entry into a Material Definitive Agreement.

On October 15, 2022, the Company received 52% majority shareholder approval of the execution and delivery of a proposed Share Exchange Agreement (“Agreement”) relating to the share exchange and transfer of certain assets of the Company’s wholly-owned subsidiary, StealthCo Inc. (“SCI”) d/b/a Stealth Mark, Inc., to Quantum Age Corporation, pursuant to the terms and conditions of the Agreement in substantially the form of the copy presented to the Board. The Agreement provides, among other things, as follows:

The 5,500,000 shares of Class A common shares of Quantum Age Corporation to be issued in exchange for all of the outstanding shares of SCI common stock will represent a minority of the issued and outstanding shares of Quantum Age common stock as of the date of issuance. The Quantum Age shares will be issued in reliance upon the exemption from registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and Regulation D thereunder. As such, such shares may not be offered or sold by us unless they are registered under the Securities Act or qualify for an exemption from the registration requirements under the Securities Act.

The Agreement is included as an Exhibit to this Report and is the legal document that governs the terms of the share exchange described therein and the other actions contemplated thereby. The discussion of the Agreement, and the proposed Share Exchange Agreement, as set forth herein is qualified in its entirety by reference thereto.