Entry into a Material Definitive


 


Technology License Agreement


 

Effective as of July 23, 2021,
CannAssist International Corp. (the “Company”) entered into a Technology License Agreement with Phitech Management, LLC, an
entity controlled by Jonathan Sweetser (“Licensor”), whereby, at Closing (as defined in the Technology Licensing Agreement
attached as exhibit hereto and incorporated by reference), the Licensor shall grant to the Company an exclusive worldwide license (the
“License”) to use, market, promote and distribute certain technology related to Electronic Sports Gaming, related patent applications,
related trade-secrets and associated knowhow, including methods, techniques, specifications, procedures, information, systems, knowledge
and business processes required t o practice and carry on business in the field of data collection, security and management (the “Technology”).
The initial term of the License is 10-years (the “Initial Term”) and shall automatically be renewed for successive 1-year
terms (each, a “Renewal Term”) unless the Company elects to terminate the License by giving 30 days’ written notice
prior to commencement of a Renewal Term. In exchange for the License of the Technology, the Company shall issue to the Licensor 10,000,000
restricted shares of its common stock (which is an amount equal to $2,500,000 divided by $0.25, which was the closing market price of
the Company’s common stock on the trading day prior to the effective date of the License Agreement).



 


At Closing, Jonathan Sweetser,
an affiliate of the Licensor of the Technology, shall be appointed as an officer and director of the Company and the current officers
and directors of the Company shall resign.


 


Spin-Off Agreement


 

Effective as of July 23, 2021,
the Company and Mark Palumbo entered into an agreement (the “Spin-Off Agreement”) whereby, at the Closing (as defined in the
Spin-Off Agreement attached as exhibit hereto and incorporated by reference), the Company shall transfer 100% of the issued and outstanding
membership units of Xceptor LLC, an entity that was a wholly-owned subsidiary of the Company, to Mark Palumbo for nominal consideration
as a condition of the Change-in-Control (the “Spin-Off”). Furthermore, at the Closing, that certain Technology License Agreement
entered into by and between the Company and Mark Palumbo dated April 29, 2019 (the “Palumbo License Agreement”) shall be terminated
and the Company shall assign all rights to the underlying Intellectual Property (as defined in the Palumbo License Agreement) to Mark
Palumbo.



 



 

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ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT


 


Change-in-Control Agreement


 


Effective as of July 23, 2021,
Forty 7 Select Holdings LLC, the majority shareholder of the Company, and Jonathan Sweetser entered into a Change-in-Control Agreement
pursuant to which Forty 7 Select Holdings LLC shall transfer all of its 1,000 shares of Series A Preferred Stock (representing 100% of
the issued and outstanding Series A Preferred Stock), of CannAssist International Corp. (the “Company”) to Jonathan Sweetser
at Closing in a private transaction (the “Change-in-Control”). The Closing of the Change-in-Control shall occur concurrently
with the Closing of the Technology License Agreement, the Contribution Agreement and the Spin-Off Agreement (as described herein). The
Series A Preferred Stock provides the holder thereof the right to vote 60% of the Company’s voting shares on any and all shareholder
matters and thereby constituted a change of control of the Company.


 


At Closing, Jonathan Sweetser,
an affiliate of the Licensor of the Technology, shall be appointed as an officer and director of the Company and the current officers
and directors of the Company shall resign.


 


ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.


 


Amendment to the Certificate of Incorporation


 


On July 24, 2021, the Company
received the approval, via a written consent in lieu of a meeting of stockholders, of stockholders holding a majority of our outstanding
voting stock, representing approximately 60% of our outstanding voting shares (the “Consenting Stockholders”), approving an
amendment to our Certificate of Incorporation, as amended, to effect a change in the Company’s name from “CannAssist International
Corp.” to “The Electronic Servitor Publication Network, Inc.” (the “Name Change”) conditioned upon the Closing
of the Change-in-Control (as defined infra).


 


Appointment to Board of Directors


 


On July 24, 2021, the Company
received the approval, via a written consent in lieu of a meeting of stockholders, of stockholders holding a majority of our outstanding
voting stock, representing approximately 60% of our outstanding voting shares (the “Consenting Stockholders”), approving the
appointment of Jonathan Sweetser to our Board of Directors (the “Director Appointment”) conditioned upon the Closing of the
Change-in-Control (as defined

infra

). The Director Appointment is intended to facilitate the Change-in-Control. At the Closing
of the Change-in-Control, Mark Palumbo and Marla Palumbo shall resign from their positions as the officers and director of the Company.


 


The following is biographical
information on the nominee to our board of directors:


 


Jonathan Sweetser


Chief Executive Officer, Chief Financial Officer,
Secretary & Director Nominee


 


Jonathan Sweetser, age 38,
will serve as Chief Executive Officer, Chief Financial Officer, Secretary and has been nominated to become Director of the Company at
the Closing. Mr. Sweetser has years of experience managing multi-disciplinary groups in a wide breadth of entrepreneurial endeavors, which
we believe has provided him with a unique understanding of businesses and organizations whether they be large, small, new, emerging, or
established. Mr. Sweetser has experience managing multi-national teams; remote and in country. Mr. Sweetser also has non-profit experience
and a historical track record of sowing resources into local operating groups, which we believe provides the ability to understand and
navigate the diverse social and cultural challenges facing businesses today. Mr. Sweetser has a broad range of technical expertise and
experience in areas including: enterprise big data applications for finance and healthcare organizations, creating algorithms and artificial
intelligence platforms that facilitate behavioral pathing in a broad range of digital and physical environments, CAD/CAM operations including
designing, testing, and launching new applications and creating custom tools and operational workflows for rich graphical environments
including augmented and virtual reality applications.


 



 

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Since 2015, Mr. Sweetser has
served as Founder and CEO of CKG Solutions, which is a multi-disciplinary group of developers and process engineers focused on developing
integrated systems that empower large organizations in the healthcare, aviation, and finance sectors to take advantage of new and emerging
opportunities in their markets based in Minneapolis, MN where he successfully deployed applications and services in local and cloud implementations
and successfully deployed supply chain and track and trace applications and services for clients in the medical device and aviation sectors.
Prior to his work with CKG Solutions, Mr. Sweetser was the Founder of Sweetser Consulting LLC, based in Minneapolis, MN, and was a Partner
and Chief Systems Architect at Muse Holdings, which is also based in Minneapolis, MN. Mr. Sweetser holds a degree in Business Studies
and International Relations from Concordia University located in St. Paul, MN and degrees in Biblical Studies from the Westminster Theological
Seminary, located in Glenside, PA, and the Calvary Baptist Seminary, located in Lansdale, PA.


 


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS


 


Exhibits


 


Certain exhibits listed below
are incorporated by reference as so marked with the date and filing with which such exhibits were filed with the Securities and Exchange
Commission).


 




10.1*


 


Technology License Agreement between CannAssist International Corp. and Jonathan Sweetser



10.2*


 


Spin-Off Agreement between CannAssist International Corp. and Mark Palumbo



 


 


SIGNATURE


 


Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.


 


 




 


CANNASSIST INTERNATIONAL CORP.



 


 



Date: July 28, 2021


By:


/s/ Mark Palumbo



 


 


 



 


 


Mark Palumbo, Chief Executive Officer



 


 


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Other recent filings from the company include the following:

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TERMINATION OF A MATERIAL DEFINITIVE - Oct. 14, 2021

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