COWI / CarbonMeta Technologies, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

CarbonMeta Technologies, Inc.
US ˙ OTCPK

Grundläggande statistik
CIK 1156784
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to CarbonMeta Technologies, Inc.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
July 10, 2024 15-12G

FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

OMB APPROVAL UNITED STATES OMB Number: 3235-0167 SECURITIES AND EXCHANGE COMMISSION Expires: July 31, 2024 Washington, D.

May 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-33231 NOTIFICATION OF LATE FILING CUSIP NUMBER 984163 105 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans

April 1, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-33231 NOTIFICATION OF LATE FILING CUSIP NUMBER 984163 105 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr

December 1, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-33231 CARBONMETA TECHN

November 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-33231 NOTIFICATION OF LATE FILING CUSIP NUMBER 984163 105 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T

October 27, 2023 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2023 CarbonMeta Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-33231 95-4868120 (State of Other Jurisdiction of Incorporation) (Com

October 27, 2023 EX-99.1

CarbonMeta Technologies Issues 4th Quarter Shareholder Update Carbon Conversion Group, CarbonMeta Technologies Saudi Arabia, Joint Venture Initiatives

Exhibit 99.1 CarbonMeta Technologies Issues 4th Quarter Shareholder Update Carbon Conversion Group, CarbonMeta Technologies Saudi Arabia, Joint Venture Initiatives Woodinville, WA – (October 27, 2023) CarbonMeta Technologies Inc. (OTC PINK:COWI) today provides the following shareholder letter from Lloyd Spencer, President and CEO. To our valued Shareholders: As President and CEO of CarbonMeta Tech

August 22, 2023 EX-3.22

Articles of Incorporation of Carbon Conversion Group, Inc.

Exhibit 3.22 PROFIT CORPORATION ARTICLES OF INCORPORATION OF CARBON CONVERSION GROUP, INC. Preliminary Statement These Articles of Incorporation are filed in connection with the conversion of a limited liability company, CarbonMeta Green Building Materials, LLC, a Wyoming limited liability company, to a corporation, pursuant to W.S 17-29-1009 and W.S. 17-26-101. CarbonMeta Green Building Materials

August 22, 2023 EX-10.101

Waiver Agreement between the Company and Tangiers Investment Group, LLC

Exhibit 10.101 WAIVER AND AMENDMENT AGREEMENT #2 This AMENDMENT AGREEMENT (this “Agreement”) is entered into as of June 16, 2023 (the “Effective Date”) by and between Tangiers Investment Group, LLC (“Holder”), and CarbonMeta Technologies, Inc., a Delaware corporation (“Company”). The Company and the Holder are each a “Party” to this Agreement and are sometimes collectively referred to as the “Part

August 22, 2023 EX-3.21

Certificate of Conversion CarbonMeta Green Building Materials, LLC

Exhibit 3.21 CERTIFICATE OF CONVERSION Limited Liability Company to Corporation Pursuant to W.S. 17-29-1009 and W.S.17-26-101 1. The name of the limited liability company immediately prior to the filing of this Certificate of Conversion is CarbonMeta Green Building Materials, LLC. 2. The limited liability company was originally formed on the 30th day of August, 2022, under the laws of the State of

August 22, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-33231 CARBONMETA TECHNOLOGI

August 14, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-33231 NOTIFICATION OF LATE FILING CUSIP NUMBER 984163 105 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

August 7, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2023 CarbonMeta Technol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2023 CarbonMeta Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-33231 95-4868120 (State of Other Jurisdiction of Incorporation) (Commi

August 7, 2023 EX-99.1

CarbonMeta Technologies Announces Third Quarter Financial Guidance Subsidiary Spin-Off, Carbon Conversion Group, Ramps Up Operations and Sales

Exhibit 99.1 CarbonMeta Technologies Announces Third Quarter Financial Guidance Subsidiary Spin-Off, Carbon Conversion Group, Ramps Up Operations and Sales Murfreesboro, TN – August 7, 2023 – CarbonMeta Technologies, Inc. (“CarbonMeta”, OTC PINK:COWI) today announced its 3rd quarter financial guidance, highlighted by revenues from Carbon Conversion Group, Inc., the planned spin-off company that Ca

July 17, 2023 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement CARBONMETA TECHNOLOGIES, INC. (Name

June 28, 2023 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement CARBONMETA TECHNOLOGIES, INC. (Name

June 23, 2023 EX-10.1

Joint Venture Agreement between the Company and North Bay Resources, Inc. (previously filed on Form 8-K with the Securities and Exchange Commission on June 23, 2023)

Exhibit 10.1 Joint Venture Agreement This Definitive Agreement (the “AGREEMENT”) is made and entered into as of this 1st day of June, 2023 (the “Effective Date”) by and between: ● CarbonMeta Technologies, Inc., a Delaware corporation (File Number 3547826), whose principal place of business is located at 13110 NE 177th Place, #145, Woodinville, WA 98072, United States of America, and all of its sub

June 23, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2023 (June 20, 2023) Car

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2023 (June 20, 2023) CarbonMeta Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-33231 95-4868120 (State of Other Jurisdiction of Incorp

June 21, 2023 EX-99.1

Board of Directors Set Record Date for Subsidiary Spin-off

Exhibit 99.1 CarbonMeta Technologies To Spin Off CarbonMeta Green Building Materials Subsidiary Board of Directors Set Record Date for Subsidiary Spin-off Woodinville, WA – June 20, 2023 – CarbonMeta Technologies, Inc. (OTC PINK:COWI) announced plans today for CarbonMeta Technologies to spin off its green building materials business to capitalize on growth opportunities and unlock shareholder valu

June 21, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023 (June 20, 2023) Car

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2023 (June 20, 2023) CarbonMeta Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-33231 95-4868120 (State of Other Jurisdiction of Incorp

June 20, 2023 EX-10.4

Pre-Conversion Securities Purchase Agreement between CarbonMeta Green Building Materials, LLC and Michael Barnett dated June 12, 2023

Exhibit 10.4 PRE-CONVERSION SECURITIES PURCHASE AGREEMENT This Pre-Conversion Securities Purchase Agreement is entered into as of the 12th day of June 2023, by and between CarbonMeta Green Building Materials, LLC, a Wyoming limited liability company (“CMGB”), and Michael Barnett (“Purchaser”). RECITALS WHEREAS, the current owners of CMGB have determined that CMGB will, first, be converted into a W

June 20, 2023 EX-10.3

Bylaws of Carbon Conversion Group, Inc.

Exhibit 10.3 BYLAWS OF CARBON CONVERSION GROUP, INC. ARTICLE I — OFFICES 1.1 Principal Office. The principal office and place of business of Carbon Conversion Group, Inc. (the “Corporation”) shall be at such location as may be determined from time to time by board of directors of the Corporation (the “Board of Directors”). 1.2 Other Offices. Other offices and places of business either within or wi

June 20, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2023 (June 12, 2023) Car

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2023 (June 12, 2023) CarbonMeta Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-33231 95-4868120 (State of Other Jurisdiction of Incorp

June 20, 2023 EX-10.1

Certificate of Conversion for CarbonMeta Green Buildings Materials, LLC

Exhibit 10.1 CERTIFICATE OF CONVERSION Limited Liability Company to Corporation Pursuant to W.S. 17-29-1009 and W.S.17-26-101 1. The name of the limited liability company immediately prior to the filing of this Certificate of Conversion is CarbonMeta Green Building Materials, LLC. 2. The limited liability company was originally formed on the 30th day of August, 2022, under the laws of the State of

June 20, 2023 EX-10.2

Articles of Incorporation of Carbon Conversion Group, Inc.

Exhibit 10.2 PROFIT CORPORATION ARTICLES OF INCORPORATION OF CARBON CONVERSION GROUP, INC. Preliminary Statement These Articles of Incorporation are filed in connection with the conversion of a limited liability company, CarbonMeta Green Building Materials, LLC, a Wyoming limited liability company, to a corporation, pursuant to W.S 17-29-1009 and W.S. 17-26-101. CarbonMeta Green Building Materials

May 31, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-33231 CARBONMETA TECHNOLOG

May 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-55900 NOTIFICATION OF LATE FILING CUSIP NUMBER 984163 105 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans

April 25, 2023 EX-10.1

Binding Memorandum of Understanding dated April 21, 2023 (previously filed on Form 8-K with the Securities and Exchange Commission on April 25, 2023)

Exhibit 10.1 Binding Memorandum of Understanding This Binding Memorandum of Understanding (“MOU”) is made effective April 21, 2023, between: ● CarbonMeta Technologies, Inc., a Delaware corporation (File Number 3547826), whose principal place of business is located at 13110 NE 177th Place, #145, Woodinville, WA 98072, United States of America, and all of its subsidiaries (“CARBONMETA”); and ● North

April 25, 2023 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 (April 21, 2023) CarbonMeta Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-33231 95-4868120 (State of Other Jurisdiction of Inco

April 20, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022. or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [—Date—] to [—Date—] Commission File Number: 000-3

April 20, 2023 EX-10.94

Promissory Note between the Company and the Robert Papiri defined Benefit Plan dated December 11, 2022 (previously filed on Form 10-K with the Securities and Exchange Commission on April 20, 2023)

Exhibit 10.94 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

April 20, 2023 EX-10.95

Registration Rights Agreement between the Company and the Robert Papiri defined Benefit Plan dated December 11, 2022 (previously filed on Form 10-K with the Securities and Exchange Commission on April 20, 2023)

Exhibit 10.95 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the “Agreement”), dated as of December 11, 2022 by and between CarbonMeta Technologies, Inc., a corporation organized under the laws of Delaware (the “Company”), and Robert Papiri Defined Benefit Plan, a California Trust (the “Investor”). Whereas, in connection with the Convertible Promissory Note by and between the Company

April 20, 2023 EX-10.96

SAAS Agreement between the Company and Gulp Data, Inc. dated August 17, 2022 (previously filed on Form 10-K with the Securities and Exchange Commission on April 20, 2023)

Exhibit 10.96 GULP DATA, INC. SAAS AGREEMENT This SaaS Agreement (“Agreement”) is entered into on 8/17/2022 (the “Effective Date”) between Gulp Data, Inc., with a place of business at 1250 Av. Juan Ponce de León, 3rd Floor, San Juan, Puerto Rico, 00907 (“GulpData”), and CarbonMeta Technologies Inc, a Delaware company, with a place of business at 13110 NE 177th Place, #145 Woodinville, WA 98072 (“C

April 20, 2023 EX-10.93

Securities Purchase Agreement between the Company and the Robert Papiri defined Benefit Plan dated December 11, 2022 (previously filed on Form 10-K with the Securities and Exchange Commission on April 20, 2023)

Exhibit 10.93 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 11, 2022, by and between CARBONMETA TECHNOLOGIES, INC., a Delaware corporation, with headquarters located at 13110 NE 177th Place, # 145, Woodinville, WA 98072 (the “Company”), and Robert Papiri Defined Benefit Plan, a California Trust, located at PO Box 110672, Campbell, CA 95008

April 20, 2023 EX-10.97

Loan Agreement between the Company and Michael Sobeck dated August 16, 2022 (previously filed on Form 10-K with the Securities and Exchange Commission on April 20, 2023)

Exhibit 10.97 LOAN AGREEMENT This LOAN AGREEMENT (as amended, restated, modified and/or supplemented, from time to time, this “Agreement”), dated as of 8/16/2022 , is made by and among CarbonMeta Technologies Inc., a Delaware company (“Borrower”), and Michael Sobeck (“Lender”). Background of Agreement The Borrower has requested that Lender provide a $30,000 term loan (the “Term Loan”) for the purp

April 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2023 (April 8, 2023) Ca

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2023 (April 8, 2023) CarbonMeta Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-33231 95-4868120 (State of Other Jurisdiction of Incor

April 13, 2023 EX-10.1

Binding Memorandum of Understanding dated April 8, 2023 (previously filed on Form 8-K with the Securities and Exchange Commission on April 12, 2023)

Exhibit 10.1 Binding Memorandum of Understanding This Binding Memorandum of Understanding (“MOU”) is made effective April 5, 2023, between: ● CarbonMeta Technologies, Inc., a Delaware corporation (File Number 3547826), whose principal place of business is located at 13110 NE 177th Place, #145, Woodinville, WA 98072, United States of America, and its subsidiaries, including CarbonMeta Research, Ltd

March 31, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-55900 NOTIFICATION OF LATE FILING CUSIP NUMBER 984163 105 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr

March 30, 2023 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 (March 1, 2023)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 (March 1, 2023) CarbonMeta Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-33231 95-4868120 (State of Other Jurisdiction of Inc

March 30, 2023 EX-99.1

CarbonMeta Technologies (COWI) Subsidiary Wins $6M Solar Power Project

Exhibit 99.1 CarbonMeta Technologies (COWI) Subsidiary Wins $6M Solar Power Project CarbonMeta Green Building Materials subsidiary to Deliver Solar Panels and EarthCrete® Pavers WOODINVILLE, WA / ACCESSWIRE / March 1, 2023 / CarbonMeta Technologies Inc. (OTC PINK:COWI) today announced that they have won a six million dollar contract to deliver solar panels and EarthCrete® pavers for a 14 megawatt

March 6, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2023 CarbonMeta Technologies, Inc. (Exact name of registrant as specified in its charter) Delaware 000-33231 95-4868120 (State of Other Jurisdiction of Incorporation) (Commis

March 6, 2023 EX-99.1

CarbonMeta Technologies (COWI) Subsidiary Wins $6M Solar Power Project

Exhibit 99.1 CarbonMeta Technologies (COWI) Subsidiary Wins $6M Solar Power Project CarbonMeta Green Building Materials subsidiary to Deliver Solar Panels and EarthCrete® Pavers WOODINVILLE, WA / ACCESSWIRE / March 1, 2023 / CarbonMeta Technologies Inc. (OTC PINK:COWI) today announced that they have won a six million dollar contract to deliver solar panels and EarthCrete® pavers for a 14 megawatt

January 23, 2023 CORRESP

CarbonMeta Technologies, Inc. 13110 NE 177th Place, #145 Woodinville, WA 98072 (833) 304-7336

CORRESP 1 filename1.htm CarbonMeta Technologies, Inc. 13110 NE 177th Place, #145 Woodinville, WA 98072 (833) 304-7336 January 23, 2023 United States Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation Washington, DC 20549 Re: CarbonMeta Technologies, Inc. Amendment No. 5 to Registration Statement on Form S-1 Filed January 10, 2023 File No. 333-266424

January 10, 2023 EX-FILING FEES

Filing fees

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) CarbonMeta Technologies, Inc.

January 10, 2023 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 Amendment No. 5 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARBONMETA TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 Amendment No. 5 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARBONMETA TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 7349 95-4868120 (State or other Jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer

December 20, 2022 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 Amendment No. 4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARBONMETA TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 Amendment No. 4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARBONMETA TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 7349 95-4868120 (State or other Jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer

December 20, 2022 EX-FILING FEES

Filing fees

EX-FILING FEES 4 ex107.htm CALCULATION OF FILING FEE TABLES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) CarbonMeta Technologies, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Ma

December 20, 2022 CORRESP

CARBONMETA TECHNOLOGIES, INC. 13110 NE 177th Place, #145 Woodinville, WA 98072

CARBONMETA TECHNOLOGIES, INC. 13110 NE 177th Place, #145 Woodinville, WA 98072 December 20, 2022 United States Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation Washington, DC 20549 Re: CarbonMeta Technologies, Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed December 7, 2022 File No. 333-266424 To Whom It May Concern: On behalf of t

December 7, 2022 EX-10.89

Convertible Promissory Note between the Company and Robert Papiri Defined Benefit Plan dated November 16, 2022 (previously filed on Form S-1/A with the Securities and Exchange Commission on December 7, 2022)

Exhibit 10.89 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

December 7, 2022 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 Amendment No. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARBONMETA TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 Amendment No. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARBONMETA TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 7349 95-4868120 (State or other Jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer

December 7, 2022 EX-10.85

Registration Rights Agreement between the Company and Quick Capital, LLC dated November 1, 2022 (previously filed on Form S-1/A with the Securities and Exchange Commission on December 7, 2022)

Exhibit 10.85 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the “Agreement”), dated as of November 1, 2022 by and between CarbonMeta Technologies, Inc., a corporation organized under the laws of Delaware (the “Company”), and Quick Capital LLC, a Wyoming limited liability company (the “Investor”). Whereas, in connection with the Convertible Promissory Note by and between the Company

December 7, 2022 EX-10.92

Fee Agreement between the Company and J.H. Darbie & Co., Inc. (previously filed on Form S-1/A with the Securities and Exchange Commission on December 7, 2022)

Exhibit 10.92 CarbonMeta Technologies, Inc. 13110 NE 177th Place #145 Woodinville, WA 98072 Re: Proposed Private Placement Financing Dear Lloyd Spencer This letter will confirm the understanding and agreement (the “Agreement”) between J H Darbie & Co., Inc. (“Darbie”), and CarbonMeta Technologies, Inc. (the “Company”), as follows: 1. Engagement. The Company hereby engages Darbie on a nonexclusive

December 7, 2022 EX-10.91

Common Stock Purchase Warrant Agreement between CarbonMeta Technologies, Inc. and J.H. Darbie & Co., Inc. dated March 28, 2022 (previously filed on Form S-1/A with the Securities and Exchange Commission on December 7, 2022)

Exhibit 10.91 Form of Warrant NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T

December 7, 2022 EX-10.90

Securities Purchase Agreement between the Company and Robert Papiri Defined Benefit Plan dated November 16, 2022 (previously filed on Form S-1/A with the Securities and Exchange Commission on December 7, 2022)

EX-10.90 8 ex10-90.htm Exhibit 10.90 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 16, 2022, by and between CARBONMETA TECHNOLOGIES, INC., a Delaware corporation, with headquarters located at 13110 NE 177th Place, # 145, Woodinville, WA 98072 (the “Company”), and Robert Papiri Defined Benefit Plan, a California Trust, located at PO Box 110

December 7, 2022 EX-FILING FEES

Filing fees

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) CarbonMeta Technologies, Inc.

December 7, 2022 EX-10.87

Securities Purchase Agreement between the Company and Quick Capital, LLC dated November 1, 2022 (previously filed on Form S-1/A with the Securities and Exchange Commission on December 7, 2022)

Exhibit 10.87 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 1, 2022, by and between CARBONMETA TECHNOLOGIES, INC., a Delaware corporation, with headquarters located at 13110 NE 177th Place, # 145, Woodinville, WA 98072 (the “Company”), and Quick Capital LLC, a Florida Limited Liability Corporation, located at 66 West Flagler Street Suite 9

December 7, 2022 EX-10.88

Registration Rights Agreement between the Company and Robert Papiri Defined Benefit Plan dated November 16, 2022 (previously filed on Form S-1/A with the Securities and Exchange Commission on December 7, 2022)

Exhibit 10.88 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the “Agreement”), dated as of November 16, 2022 by and between CarbonMeta Technologies, Inc., a corporation organized under the laws of Delaware (the “Company”), and Robert Papiri Defined Benefit Plan, a California Trust (the “Investor”). Whereas, in connection with the Convertible Promissory Note by and between the Company

December 7, 2022 CORRESP

CARBONMETA TECHNOLOGIES, INC. 13110 NE 177th Place, #145 Woodinville, WA 98072

CORRESP 1 filename1.htm CARBONMETA TECHNOLOGIES, INC. 13110 NE 177th Place, #145 Woodinville, WA 98072 December 7, 2022 United States Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation Washington, DC 20549 Re: CarbonMeta Technologies, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed October 11, 2022 File No. 333-266424 To Whom It May

December 7, 2022 EX-10.86

Convertible Promissory Note between the Company and Quick Capital, LLC dated November 1, 2022 (previously filed on Form S-1/A with the Securities and Exchange Commission on December 7, 2022)

Exhibit 10.86 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

October 11, 2022 EX-10.49

Convertible Note between the Company and Tim Burgess dated February 12, 2003 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

EX-10.49 9 ex10-49.htm Exhibit 10.49 HY-TECH TECHNOLOGY GROUP, INC. A Delaware Corporation 8% CONVERTIBLE NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE

October 11, 2022 EX-10.73

Amended and Restated Secured Convertible Debenture between the Company and Patrick Ferro dated April 3, 2014 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

EX-10.73 33 ex10-73.htm Exhibit 10.73 Issuance Date: July 20, 2006 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT

October 11, 2022 EX-10.62

Convertible Promissory Note between the Company and Patrick Tuohy dated April 1, 2014 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.62 Patrick Tuohy Debneture Issuance Date: August 22, 2006 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NO

October 11, 2022 EX-10.60

Convertible Promissory Note between the Company and Barclay Lyons dated July 28, 2011 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.60 THIS SECURED CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND THIS SECURED CONVERTIBLE NOTE, THE SECURITIES AND ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATIO

October 11, 2022 EX-10.55

Convertible Promissory Note between the Company and Kelburgh Ltd dated February 21, 2012 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.55 CoroWare, INC. A Delaware Corporation 10% CONVERTIBLE NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SEC

October 11, 2022 EX-10.50

Convertible Note between the Company and Azriel Nagar dated February 13, 2003 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.50 HY-TECH TECHNOLOGY GROUP, INC. (A Delaware Corporation) 8% CONVERTIBLE NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEME

October 11, 2022 EX-10.47

License Agreement between CarbonMeta Technologies, Inc. and Oxford University Innovation Limited (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.47 DATED 02 June 2021 (1) ??????OXFORD UNIVERSITY INNOVATION LIMITED and (2) ????????COROWARE INC LICENCE OF TECHNOLOGY (OUI PROJECT No. 15565) THIS AGREEMENT is made on BETWEEN: (1) OXFORD UNIVERSITY INNOVATION LIMITED (Company No. 2199542) whose registered office is at University Offices, Wellington Square, Oxford OX1 2JD, England (?OUI?); and (2) COROWARE INC, a registered Delaware C

October 11, 2022 EX-10.61

Convertible Promissory Note between the Company and Blackridge Capital, LLC dated February 21, 2014 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.61 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?) OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGI

October 11, 2022 EX-10.63

Convertible Promissory Note between the Company and Tangiers Investment Group, LLC dated March 9, 2013 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.63 Note: March 9, 2013 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM

October 11, 2022 EX-10.67

Convertible Promissory Note between the Company and AGS Capital Group, LLC dated February 25, 2013 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

EX-10.67 27 ex10-67.htm Exhibit 10.67 Exhibit A. THIS FOURTEEN PERCENT (14%) CONVERTIBLE PROMISSORY NOTE IS ISSUED IN EXCHANGE FOR THAT CERTAIN PROMISSORY NOTE ISSUED TO DAVID RATZKER ON JULY 20, 2006. FOR PURPOSES OF RULE 144, THIS NOTE SHALL BE DEEMED TO HAVE BEEN ISSUED ON JULY 20, 2006. THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION

October 11, 2022 EX-3.19

Articles of Organization of CarbonMeta Green Building Materials, LLC (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 3.19

October 11, 2022 CORRESP

CARBONMETA TECHNOLOGIES, INC. 13110 NE 177th Place, #145 Woodinville, WA 98072

CORRESP 1 filename1.htm CARBONMETA TECHNOLOGIES, INC. 13110 NE 177th Place, #145 Woodinville, WA 98072 October 11, 2022 United States Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation Washington, DC 20549 Re: CarbonMeta Technologies, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed September 16, 2022 File No. 333-266424 To Whom It Ma

October 11, 2022 EX-10.65

Convertible Promissory Note between the Company and Tangiers Investment Group, LLC dated October 11, 2016 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.65 Note: October 11, 2016 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

October 11, 2022 EX-10.71

Convertible Note Purchase Agreement between the Company and Redwood Management, LLC dated March 21, 2011 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.71 CONVERTIBLE NOTE PURCHASE AGREEMENT AGREEMENT (the ?Agreement?) made as of this 21? day of March, 2011 , by and among David Ratzker (the ?Seller?) and Redwood Management, LLC (the ?Buyer?). WITNESSETH: WHEREAS, the Seller purchased, or received by assignment, a 14% convertible note issued by Coroware Technologies, Inc. (the ?Company?) July 20, 2006 in the aggregate outstanding princi

October 11, 2022 EX-10.72

Convertible Promissory Note between the Company and Burrington Capital dated April 2, 2014 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.72 CoroWare, Inc. (A Delaware corporation) 10% CONVERTIBLE NOTE THIS NOTE AND ANY SHARES OF THE COMMON STOCK OF COROWARE, INC. ACQUIRED UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. THEY MAY NOT BE SOLD, OFFERED FOR SALE

October 11, 2022 EX-10.77

Convertible Promissory Note between the Company and Jared Robert dated December 10, 2014 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.77 CoroWare, Inc. (A Delaware corporation) 10% CONVERTIBLE NOTE THIS NOTE AND ANY SHARES OF THE COMMON STOCK OF COROWARE, INC. ACQUIRED UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ??ACT??), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. THEY MAY NOT BE SOLD, OFFERED FOR SA

October 11, 2022 EX-10.78

Amended and Restated Secured Convertible Debenture between the Company and Dakota Capital Pty Limited dated April 8, 2014 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.78 Issuance Date: July 20, 2006 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEP

October 11, 2022 EX-10.79

Convertible Promissory Note between the Company and Martin Harvey dated April 2, 2011 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

EX-10.79 39 ex10-79.htm Exhibit 10.79 CoroWare, INC. A Delaware Corporation 10% CONVERTIBLE NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION

October 11, 2022 EX-10.59

Convertible Promissory Note between the Company and LG Capital Funding, LLC dated March 11, 2014 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

EX-10.59 19 ex10-59.htm Exhibit 10.59 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT) us $40,000.

October 11, 2022 EX-10.64

Convertible Promissory Note between the Company and Tangiers Investment Group, LLC dated March 27, 2014 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.64 Note: March 27, 2014 THIS 10% CONVERTIBLE NOTE IS ISSUED IN EXCHANGE FOR A PORTION OF THAT CERTAIN CONVERTIBLE PROMISSORY NOTE ISSUED TO ZOOM MARKETING ON AUGUST 23, 2013 BY THE COMPANY. FOR PURPOSES OF RULE 144, THIS NOTE SHALL BE DEEMED TO HAVE BEEN ISSUED ON AUGUST 23, 2013. NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERE

October 11, 2022 EX-10.76

Convertible Promissory Note between the Company and Zoom Marketing dated April 23, 2013 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

EX-10.76 36 ex10-76.htm Exhibit 10.76 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL

October 11, 2022 EX-FILING FEES

Filing fees

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) CarbonMeta Technologies, Inc.

October 11, 2022 EX-10.74

Amended and Restated Secured Convertible Debenture between the Company and Patrick Ferro dated April 14, 2014 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.74 Issuance Date: August 22, 2006 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXC

October 11, 2022 EX-10.54

Amended and Restated secured Convertible Debenture between the Company and Westmount Holdings international Limited dated August 22, 2009 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.54 Issuance Date: August 22, 2006 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXC

October 11, 2022 EX-10.46

License Agreement between CarbonMeta Technologies, Inc. and Ecomena Limited dated December 2, 2021 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

EX-10.46 6 ex10-46.htm Exhibit 10.46 DATED December 2, 2021 (1) ECOMENA LIMITED and (2) CARBONMETA TECHNOLOGIES INC LICENCE OF TECHNOLOGY THIS AGREEMENT is made on BETWEEN: (1) ECOMENA LIMITED (Company No. 12408106) whose registered office is at 199 Roundhay Road, Leeds, United Kingdom, LS8 5AN, England (“Licensor”); and (2) CARBONMETA TECHNOLOGIES INC, a registered Delaware Corporation whose offi

October 11, 2022 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARBONMETA TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARBONMETA TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 7349 95-4868120 (State or other Jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer

October 11, 2022 EX-10.52

Promissory Note between the Company and Richard Wynns dated July 27, 2010 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.52 Promissory Note This Promissory Note is made as of July 27, 2010, between CoroWare, Inc, a Delaware corporation (COROWARE), whose business address is 4056 148th Avenue NE, Redmond, WA 98052, and Richard Wynns, whose address is 16048 San Carlos Blvd, Ste 3, Fort Myers, FL 33908-3328 (the ?HOLDER?). 1. For value received, COROWARE promises to pay to HOLDER the principal sum of TWENTY F

October 11, 2022 EX-10.53

Convertible Promissory Note between the Company and Richard Wynns dated July 22, 2005 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.53 Convertible Promissory Note Innova Holdings, Inc. (Maker) Richard Wynns (Payee) $30,000 July 22, 2005 FOR VALUE RECEIVED, the undersigned, Innova Holdings, Inc. (?Maker?), a Delaware corporation, promises to pay to the order of Richard Wynns (?Payee?), the principal sum of Thirty Thousand Dollars ($30,000.00), with interest at an annual rate of five percent (5%) on December 31, 2006.

October 11, 2022 EX-10.57

Convertible Promissory Note between the Company and LG Capital Funding, LLC dated March 11, 2014 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.57 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE ?1933 ACT) us $32,000.00 COROWARE, INC. 12% CO

October 11, 2022 EX-3.20

Restated Articles of CarbonMeta Technologies, Inc. (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 3.20 RESTATED CERTIFICATE OF INCORPORATION OF CARBONMETA TECHNOLOGIES, INC. CARBONMETA TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of this corporation is CARBONMETA TECHNOLOGIES, INC. CARBONMETA TECHNOLOGIES, Inc. was originally incorporated under the name of WECOMM LTD., and the original Certifi

October 11, 2022 EX-10.66

Convertible Promissory Note between the Company and Tangiers Investment Group, LLC dated January 30, 2017 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

EX-10.66 26 ex10-66.htm Exhibit 10.66 Note: January 30. 2017 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHlCH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PUR

October 11, 2022 EX-10.70

Convertible Promissory Note between the Company and Ralph Cariou dated March 12, 2015 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.70 CoroWare, INC. A Delaware Corporation 2% CONVERTIBLE NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), NOR QUALIFIED UNDER APPLICABLE STATE SECURJTIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECU

October 11, 2022 EX-10.75

Convertible Promissory Note between the Company and Ralph Cariou dated April 3, 2012 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.75 CoroWare, INC. A Delaware Corporation 10% CONVERTIBLE NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SEC

October 11, 2022 EX-10.80

Promissory Note between CarbonMeta Technologies, Inc. and RGP Capital Partners, Inc. dated September 12, 2022 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

EX-10.80 40 ex10-80.htm Exhibit 10.80 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE RE

October 11, 2022 EX-10.56

Convertible Promissory Note between the Company and Premier IT Solutions dated October 5, 2011 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.56 CoroWare, Inc. A Delaware Corporation 10% CONVERTIBLE NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTNE REGISTRATION STATEMENT AS TO SUCH SECU

October 11, 2022 EX-10.84

Employment agreement between the Company and Lloyd Spencer dated May 15, 2006 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.84 EMPLOYMENT AGREEMENT THIS AGREEMENT (?Agreement?) is made and entered into this 15th day of May 2006 by and between Lloyd Spencer, a resident of Redmond, Washington (the ?Executive?) and Innova Holdings, Inc. (the ?Corporation?), a Delaware corporation with its principal place of business in Fort Myers, Florida. The Corporation has three wholly owned subsidiaries (each a ?Subsidiary?

October 11, 2022 EX-10.82

Securities Purchase Agreement between CarbonMeta Technologies, Inc. and RGP Capital Partners, Inc. dated September 12, 2022 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.82 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of September 12, 2022, by and between CARBONMETA TECHNOLOGIES, INC., a Delaware corporation, with headquarters located at 13110 NE 177th Place, # 145, Woodinville, WA 98072 (the ?Company?), and RPG Capital Partners Inc., a Nevada Corporation, located at 304 S Jones Avenue, #1856, Las Vegas, N

October 11, 2022 EX-10.58

Convertible Promissory Note between the Company and LG Capital Funding, LLC dated January 7, 2015 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.58 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF TIDS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE ?1933 ACT?) us $20,6

October 11, 2022 EX-10.48

Operating Agreement of CarbonMeta Green Building Materials, LLC (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.48 OPERATING AGREEMENT FOR MANAGEMENT OF CarbonMeta Green Building Materials, LLC A Wyoming Limited Liability Company THIS AGREEMENT, is made this 28th day of August, 2022 between CarbonMeta Green Building Materials, LLC, and the members (as hereinafter defined) of said Limited Liability Company, for the purpose set forth herein: RECITALS: WHEREAS, the Articles of Organization of Carbon

October 11, 2022 EX-10.51

Convertible Note between the Company and Julian Herskowitz dated February 12, 2003 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.51 HY-TECH TECHNOLOGY GROUP, INC. A Delaware Corporation 8% CONVERTIBLE NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT

October 11, 2022 EX-10.68

Convertible Promissory Note between the Company and AGS Capital Group, LLC dated February 25, 2013 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

EX-10.68 28 ex10-68.htm Exhibit 10.68 THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. COROWARE, INC. $42,000 FOURTEEN PERCENT (14%) CONVERTIBLE PROMISSORY NOTE DATED FEBRUARY 25, 2013 FOR VALUE RECEIVED of $42,000 less a $8,000 Original Issue discount and a $6,000 fee paid to Company’s Consultant and a legal fee of $3,000, COROWARE, INC

October 11, 2022 EX-10.69

Convertible Promissory Note between the Company and Ralph Cariou dated March 12, 2015 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.69 CoroWare, INC. A Delaware Corporation 2% CONVERTIBLE NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECA TED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SEC

October 11, 2022 EX-10.81

Registration Rights Agreement between CarbonMeta Technologies, Inc. and Robert Papiri Defined Contribution Plan dated September 12, 2022 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.81 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the ?Agreement?), dated as of September 12, 2022 by and between CarbonMeta Technologies, Inc., a corporation organized under the laws of Delaware (the ?Company?), and RPG Capital Partners Inc., a Florida Corporation (the ?Investor?). Whereas, in connection with the Convertible Promissory Note by and between the Company and

October 11, 2022 EX-10.83

Common Stock Purchase Warrant Agreement between CarbonMeta Technologies, Inc. and RGP Capital Partners, Inc. dated September 12, 2022 (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 10.83 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R

October 11, 2022 EX-4.9

Certificate of Designation of Series C Preferred Stock (previously filed on Form S-1/A with the Securities and Exchange Commission on October 11, 2022)

Exhibit 4.9 CERTIFICATE OF DESIGNATION, OF THE RIGHTS AND PREFERENCES OF SERIES C CONVERTIBLE PREFERRED STOCK OF INNOVA ROBOTICS & AUTOMATION, INC. Innova Robotics & Automation, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Company?), hereby certifies that the following resolutions were adopted by the Board of Directors of the Company pursuant to the auth

September 16, 2022 EX-10.57

Convertible Promissory Note between the Company and LG Capital Funding, LLC dated March 11, 2014

Exhibit 10.57 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT) us $32,000.00 COROWARE, INC. 12% CO

September 16, 2022 EX-10.62

Convertible Promissory Note between the Company and Patrick Tuohy dated April 1, 2014

Exhibit 10.62 Patrick Tuohy Debneture Issuance Date: August 22, 2006 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NO

September 16, 2022 EX-10.63

Convertible Promissory Note between the Company and Tangiers Investment Group, LLC dated March 9, 2013

Exhibit 10.63 Note: March 9, 2013 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM

September 16, 2022 EX-10.65

Convertible Promissory Note between the Company and Tangiers Investment Group, LLC dated October 11, 2016

Exhibit 10.65 Note: October 11, 2016 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

September 16, 2022 EX-3.20

Restated Articles of CarbonMeta Technologies, Inc.

Exhibit 3.20 RESTATED CERTIFICATE OF INCORPORATION OF CARBONMETA TECHNOLOGIES, INC. CARBONMETA TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of this corporation is CARBONMETA TECHNOLOGIES, INC. CARBONMETA TECHNOLOGIES, Inc. was originally incorporated under the name of WECOMM LTD., and the original Certifi

September 16, 2022 EX-10.76

Convertible Promissory Note between the Company and Zoom Marketing dated April 23, 2013

Exhibit 10.76 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTI

September 16, 2022 EX-10.59

Convertible Promissory Note between the Company and LG Capital Funding, LLC dated March 11, 2014

Exhibit 10.59 THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(b) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE ?1933 ACT) us $40,000.00 REPLACEMENT NOTE- ORI

September 16, 2022 EX-10.69

Convertible Promissory Note between the Company and Ralph Cariou dated March 12, 2015

Exhibit 10.69 CoroWare, INC. A Delaware Corporation 2% CONVERTIBLE NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECA TED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SEC

September 16, 2022 EX-10.73

Amended and Restated Secured Convertible Debenture between the Company and Patrick Ferro dated April 3, 2014

Exhibit 10.73 Issuance Date: July 20, 2006 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEP

September 16, 2022 EX-10.77

Convertible Promissory Note between the Company and Jared Robert dated December 10, 2014

Exhibit 10.77 CoroWare, Inc. (A Delaware corporation) 10% CONVERTIBLE NOTE THIS NOTE AND ANY SHARES OF THE COMMON STOCK OF COROWARE, INC. ACQUIRED UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘ACT’’), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. THEY MAY NOT BE SOLD, OFFERED FOR SA

September 16, 2022 EX-10.81

Registration Rights Agreement between CarbonMeta Technologies, Inc. and Robert Papiri Defined Contribution Plan dated September 12, 202

Exhibit 10.81 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the “Agreement”), dated as of September 12, 2022 by and between CarbonMeta Technologies, Inc., a corporation organized under the laws of Delaware (the “Company”), and RPG Capital Partners Inc., a Florida Corporation (the “Investor”). Whereas, in connection with the Convertible Promissory Note by and between the Company and

September 16, 2022 EX-10.83

Common Stock Purchase Warrant Agreement between CarbonMeta Technologies, Inc. and Robert Papiri Defined Contribution Plan dated September 12, 202

Exhibit 10.83 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R

September 16, 2022 EX-3.19

Articles of Organization of CarbonMeta Green Building Materials, LLC

Exhibit 3.19

September 16, 2022 EX-10.84

Employment agreement between the Company and Lloyd Spencer dated May 15, 2006

Exhibit 10.84 EMPLOYMENT AGREEMENT THIS AGREEMENT (“Agreement”) is made and entered into this 15th day of May 2006 by and between Lloyd Spencer, a resident of Redmond, Washington (the “Executive”) and Innova Holdings, Inc. (the “Corporation”), a Delaware corporation with its principal place of business in Fort Myers, Florida. The Corporation has three wholly owned subsidiaries (each a “Subsidiary”

September 16, 2022 EX-10.71

Convertible Note Purchase Agreement between the Company and Redwood Management, LLC dated March 21, 2011

Exhibit 10.71 CONVERTIBLE NOTE PURCHASE AGREEMENT AGREEMENT (the “Agreement”) made as of this 21” day of March, 2011 , by and among David Ratzker (the “Seller”) and Redwood Management, LLC (the “Buyer”). WITNESSETH: WHEREAS, the Seller purchased, or received by assignment, a 14% convertible note issued by Coroware Technologies, Inc. (the “Company”) July 20, 2006 in the aggregate outstanding princi

September 16, 2022 EX-10.60

Convertible Promissory Note between the Company and Barclay Lyons dated July 28, 2011

Exhibit 10.60 THIS SECURED CONVERTIBLE PROMISSORY NOTE AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND THIS SECURED CONVERTIBLE NOTE, THE SECURITIES AND ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATIO

September 16, 2022 EX-10.82

Securities Purchase Agreement between CarbonMeta Technologies, Inc. and RGP Capital Partners, Inc. dated September 12, 2022

Exhibit 10.82 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of September 12, 2022, by and between CARBONMETA TECHNOLOGIES, INC., a Delaware corporation, with headquarters located at 13110 NE 177th Place, # 145, Woodinville, WA 98072 (the ?Company?), and RPG Capital Partners Inc., a Nevada Corporation, located at 304 S Jones Avenue, #1856, Las Vegas, N

September 16, 2022 EX-10.78

Amended and Restated Secured Convertible Debenture between the Company and Dakota Capital Pty Limited dated April 8, 2014

EX-10.78 38 ex10-78.htm Exhibit 10.78 Issuance Date: July 20, 2006 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT

September 16, 2022 EX-10.70

Convertible Promissory Note between the Company and Ralph Cariou dated March 12, 2015

EX-10.70 30 ex10-70.htm Exhibit 10.70 CoroWare, INC. A Delaware Corporation 2% CONVERTIBLE NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR QUALIFIED UNDER APPLICABLE STATE SECURJTIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION S

September 16, 2022 EX-10.55

Convertible Promissory Note between the Company and Kelburgh Ltd dated February 21, 2012

Exhibit 10.55 CoroWare, INC. A Delaware Corporation 10% CONVERTIBLE NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SEC

September 16, 2022 EX-FILING FEES

Filing fees

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) CarbonMeta Technologies, Inc.

September 16, 2022 EX-10.80

Promissory Note between CarbonMeta Technologies, Inc. and RGP Capital Partners, Inc. dated September 12, 2022

Exhibit 10.80 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

September 16, 2022 EX-4.9

Certificate of Designation of Series C Preferred Stock

Exhibit 4.9 CERTIFICATE OF DESIGNATION, OF THE RIGHTS AND PREFERENCES OF SERIES C CONVERTIBLE PREFERRED STOCK OF INNOVA ROBOTICS & AUTOMATION, INC. Innova Robotics & Automation, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies that the following resolutions were adopted by the Board of Directors of the Company pursuant to the auth

September 16, 2022 EX-10.79

Convertible Promissory Note between the Company and Martin Harvey dated April 2, 2011

Exhibit 10.79 CoroWare, INC. A Delaware Corporation 10% CONVERTIBLE NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SEC

September 16, 2022 EX-10.74

Amended and Restated Secured Convertible Debenture between the Company and Patrick Ferro dated April 14, 2014

Exhibit 10.74 Issuance Date: August 22, 2006 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXC

September 16, 2022 EX-10.53

Convertible Promissory Note between the Company and Richard Wynns dated July 22, 2005

Exhibit 10.53 Convertible Promissory Note Innova Holdings, Inc. (Maker) Richard Wynns (Payee) $30,000 July 22, 2005 FOR VALUE RECEIVED, the undersigned, Innova Holdings, Inc. (“Maker”), a Delaware corporation, promises to pay to the order of Richard Wynns (“Payee”), the principal sum of Thirty Thousand Dollars ($30,000.00), with interest at an annual rate of five percent (5%) on December 31, 2006.

September 16, 2022 EX-10.46

License Agreement between CarbonMeta Technologies, Inc. and Ecomena Limited dated December 2, 2021

Exhibit 10.46 DATED December 2, 2021 (1) ECOMENA LIMITED and (2) CARBONMETA TECHNOLOGIES INC LICENCE OF TECHNOLOGY THIS AGREEMENT is made on BETWEEN: (1) ECOMENA LIMITED (Company No. 12408106) whose registered office is at 199 Roundhay Road, Leeds, United Kingdom, LS8 5AN, England (“Licensor”); and (2) CARBONMETA TECHNOLOGIES INC, a registered Delaware Corporation whose office is 13110 NE 177th Pl

September 16, 2022 EX-10.75

Convertible Promissory Note between the Company and Ralph Cariou dated April 3, 2012

Exhibit 10.75 CoroWare, INC. A Delaware Corporation 10% CONVERTIBLE NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SEC

September 16, 2022 EX-10.61

Convertible Promissory Note between the Company and Blackridge Capital, LLC dated February 21, 2014

Exhibit 10.61 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?) OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGI

September 16, 2022 EX-10.54

Amended and Restated secured Convertible Debenture between the Company and Westmount Holdings international Limited dated August 22, 2009

Exhibit 10.54 Issuance Date: August 22, 2006 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXC

September 16, 2022 CORRESP

CARBONMETA TECHNOLOGIES, INC. 260 Edwards Plz, #21266 Saint Simons Island, GA 31522 (833) 304-7336

CORRESP 1 filename1.htm CARBONMETA TECHNOLOGIES, INC. 260 Edwards Plz, #21266 Saint Simons Island, GA 31522 (833) 304-7336 September 16, 2022 United States Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation Washington, DC 20549 Re: CarbonMeta Technologies, Inc. Registration Statement on Form S-1 Filed July 29, 2022 File No. 333-266424 To Whom It May

September 16, 2022 EX-10.47

License Agreement between CarbonMeta Technologies, Inc. and Oxford University Innovation Limited

Exhibit 10.47 DATED (1)       OXFORD UNIVERSITY INNOVATION LIMITED and (2)         COROWARE INC LICENCE OF TECHNOLOGY (OUI PROJECT No. 15565) THIS AGREEMENT is made on BETWEEN: (1) OXFORD UNIVERSITY INNOVATION LIMITED (Company No. 2199542) whose registered office is at University Offices, Wellington Square, Oxford OX1 2JD, England (“OUI”); and (2) COROWARE INC, a registered Delaware Corporation wh

September 16, 2022 EX-10.48

Operating Agreement of CarbonMeta Green Building Materials, LLC

Exhibit 10.48 OPERATING AGREEMENT FOR MANAGEMENT OF CarbonMeta Green Building Materials, LLC A Wyoming Limited Liability Company THIS AGREEMENT, is made this 28th day of August, 2022 between CarbonMeta Green Building Materials, LLC, and the members (as hereinafter defined) of said Limited Liability Company, for the purpose set forth herein: RECITALS: WHEREAS, the Articles of Organization of Carbon

September 16, 2022 EX-10.50

Convertible Note between the Company and Azriel Nagar dated February 13, 2003

EX-10.50 10 ex10-50.htm Exhibit 10.50 HY-TECH TECHNOLOGY GROUP, INC. (A Delaware Corporation) 8% CONVERTIBLE NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECT

September 16, 2022 EX-10.52

Promissory Note between the Company and Richard Wynns dated July 27, 2010

Exhibit 10.52 Promissory Note This Promissory Note is made as of July 27, 2010, between CoroWare, Inc, a Delaware corporation (COROWARE), whose business address is 4056 148th Avenue NE, Redmond, WA 98052, and Richard Wynns, whose address is 16048 San Carlos Blvd, Ste 3, Fort Myers, FL 33908-3328 (the “HOLDER”). 1. For value received, COROWARE promises to pay to HOLDER the principal sum of TWENTY F

September 16, 2022 EX-10.58

Convertible Promissory Note between the Company and LG Capital Funding, LLC dated January 7, 2015

EX-10.58 18 ex10-58.htm Exhibit 10.58 THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF TIDS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (

September 16, 2022 EX-10.64

Convertible Promissory Note between the Company and Tangiers Investment Group, LLC dated March 27, 2014

Exhibit 10.64 Note: March 27, 2014 THIS 10% CONVERTIBLE NOTE IS ISSUED IN EXCHANGE FOR A PORTION OF THAT CERTAIN CONVERTIBLE PROMISSORY NOTE ISSUED TO ZOOM MARKETING ON AUGUST 23, 2013 BY THE COMPANY. FOR PURPOSES OF RULE 144, THIS NOTE SHALL BE DEEMED TO HAVE BEEN ISSUED ON AUGUST 23, 2013. NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERE

September 16, 2022 EX-10.68

Convertible Promissory Note between the Company and AGS Capital Group, LLC dated February 25, 2013

Exhibit 10.68 THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. COROWARE, INC. $42,000 FOURTEEN PERCENT (14%) CONVERTIBLE PROMISSORY NOTE DATED FEBRUARY 25, 2013 FOR VALUE RECEIVED of $42,000 less a $8,000 Original Issue discount and a $6,000 fee paid to Company’s Consultant and a legal fee of $3,000, COROWARE, INC., a Delaware corporatio

September 16, 2022 EX-10.72

Convertible Promissory Note between the Company and Burrington Capital dated April 2, 2014

Exhibit 10.72 CoroWare, Inc. (A Delaware corporation) 10% CONVERTIBLE NOTE THIS NOTE AND ANY SHARES OF THE COMMON STOCK OF COROWARE, INC. ACQUIRED UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. THEY MAY NOT BE SOLD, OFFERED FOR SALE

September 16, 2022 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARBONMETA TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARBONMETA TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 7349 95-4868120 (State or other Jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer

September 16, 2022 EX-10.49

Convertible Note between the Company and Tim Burgess dated February 12, 2003

EX-10.49 9 ex10-49.htm Exhibit 10.49 HY-TECH TECHNOLOGY GROUP, INC. A Delaware Corporation 8% CONVERTIBLE NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE

September 16, 2022 EX-10.51

Convertible Note between the Company and Julian Herskowitz dated February 12, 2003

Exhibit 10.51 HY-TECH TECHNOLOGY GROUP, INC. A Delaware Corporation 8% CONVERTIBLE NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT

September 16, 2022 EX-10.66

Convertible Promissory Note between the Company and Tangiers Investment Group, LLC dated January 30, 2017

Exhibit 10.66 Note: January 30. 2017 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHlCH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

September 16, 2022 EX-10.67

Convertible Promissory Note between the Company and AGS Capital Group, LLC dated February 25, 2013

Exhibit 10.67 Exhibit A. THIS FOURTEEN PERCENT (14%) CONVERTIBLE PROMISSORY NOTE IS ISSUED IN EXCHANGE FOR THAT CERTAIN PROMISSORY NOTE ISSUED TO DAVID RATZKER ON JULY 20, 2006. FOR PURPOSES OF RULE 144, THIS NOTE SHALL BE DEEMED TO HAVE BEEN ISSUED ON JULY 20, 2006. THIS NOTE DOES NOT REQUIRE PHYSICAL SURRENDER OF THE NOTE IN THE EVENT OF A PARTIAL REDEMPTION OR CONVERSION. COROWARE, INC. $131,37

September 16, 2022 EX-10.56

Convertible Promissory Note between the Company and Premier IT Solutions dated October 5, 2011

Exhibit 10.56 CoroWare, Inc. A Delaware Corporation 10% CONVERTIBLE NOTE THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTNE REGISTRATION STATEMENT AS TO SUCH SECU

July 29, 2022 EX-10.39

Promissory Note between CarbonMeta Technologies, Inc. and Robert Papiri Defined Contribution Plan dated July 15, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

Exhibit 10.39 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

July 29, 2022 EX-10.35

Promissory Note between CarbonMeta Technologies, Inc. and Robert Papiri Defined Benefit Plan dated July 15, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

Exhibit 10.35 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

July 29, 2022 EX-10.23

Common Stock Purchase Warrant Agreement between CarbonMeta Technologies, Inc. and MacRab, LLC dated May 10, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

EX-10.23 16 ex10-23.htm Exhibit 10.23 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PU

July 29, 2022 EX-10.14

Promissory Note between CarbonMeta Technologies, Inc. and Lloyd T. Spencer dated March 7, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

EX-10.14 7 ex10-14.htm Exhibit 10.14 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REG

July 29, 2022 EX-10.30

Securities Purchase Agreement between CarbonMeta Technologies, Inc. and Quick Capital, LLC dated July 14, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

Exhibit 10.30 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 14, 2022, by and between CARBONMETA TECHNOLOGIES, INC., a Delaware corporation, with headquarters located at 13110 NE 177th Place, # 145, Woodinville, WA 98072 (the “Company”), and Quick Capital LLC, a Florida Limited Liability Corporation, located at 66 West Flagler Street Suite 900

July 29, 2022 EX-10.27

Promissory Note between CarbonMeta Technologies, Inc. and BHP Capital NY, Inc. dated July 14, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

Exhibit 10.27 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

July 29, 2022 EX-10.34

Securities Purchase Agreement between CarbonMeta Technologies, Inc. and Robert Papiri Defined Benefit Plan dated July 15, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

Exhibit 10.34 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of July 15, 2022, by and between CARBONMETA TECHNOLOGIES, INC., a Delaware corporation, with headquarters located at 13110 NE 177th Place, # 145, Woodinville, WA 98072 (the ?Company?), and Robert Papiri Defined Benefit Plan, a California Trust, located at PO Box 110672, Campbell, CA 95008 (th

July 29, 2022 EX-10.33

Registration Rights Agreement between CarbonMeta Technologies, Inc. and Quick Capital, LLC dated July 14, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

Exhibit 10.33 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the “Agreement”), dated as of July 14, 2022 by and between CarbonMeta Technologies, Inc., a corporation organized under the laws of Delaware (the “Company”), and Quick Capital LLC, a Wyoming limited liability company (the “Investor”). Whereas, in connection with the Convertible Promissory Note by and between the Company and

July 29, 2022 EX-10.28

Common Stock Purchase Warrant Agreement between CarbonMeta Technologies, Inc. and BHP Capital NY, Inc. dated July 14, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

EX-10.28 21 ex10-28.htm Exhibit 10.28 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PU

July 29, 2022 EX-10.15

Common Stock Purchase Warrant Agreement between CarbonMeta Technologies, Inc. and Lloyd T. Spencer dated March 7, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

Exhibit 10.15 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R

July 29, 2022 EX-10.25

Master Subcontractor Agreement between CarbonMeta Technologies, Inc. and Elder and Associates, LLC dated January 24, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

EX-10.25 18 ex10-25.htm Exhibit 10.25 Master Subcontractor Agreement This Master Subcontractor Agreement is made as of January 24, 2022, between CarbonMeta Technologies, Inc., a Delaware corporation whose principal place of business is located at 13110 NE 177th Place, #293, Woodinville, Washington 98072, USA, and all of its subsidiaries, including CarbonMeta Research Ltd. (United Kingdom) and Carb

July 29, 2022 EX-10.17

Interim Joint Product Development and Sales Representation Agreement between the Company and Salvum Corporation dated January 11, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

EX-10.17 10 ex10-17.htm Exhibit 10.17 INTERIM JOINT PRODUCT DEVELOPMENT AND SALES REPRESENTATION AGREEMENT This INTERIM JOINT PRODUCT DEVELOPMENT AND SALES REPRESENTATION AGREEMENT (the “Agreement”) is made and entered into as of January 11, 2022, by and between Carbonmeta Technologies, Inc. (“CARBONMETA” herein), a Delaware corporation and Salvum Corporation (“SALVUM” herein), a Wyoming corporati

July 29, 2022 EX-10.11

Promissory Note between CarbonMeta Technologies, Inc. and Tangiers Investment Group, LLC dated March 21, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

EX-10.11 4 ex10-11.htm Exhibit 10.11 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REG

July 29, 2022 EX-10.45

Registration Rights Agreement between CarbonMeta Technologies, Inc. and RGP Capital Partners, Inc. dated July 15, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

Exhibit 10.45 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the ?Agreement?), dated as of July 15, 2022 by and between CarbonMeta Technologies, Inc., a corporation organized under the laws of Delaware (the ?Company?), and RPG Capital Partners Inc., a Nevada Corporation (the ?Investor?). Whereas, in connection with the Convertible Promissory Note by and between the Company and the In

July 29, 2022 EX-10.26

Securities Purchase Agreement between CarbonMeta Technologies, Inc. and BHP Capital NY, Inc. dated July 14, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

Exhibit 10.26 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 14, 2022, by and between CARBONMETA TECHNOLOGIES, INC., a Delaware corporation, with headquarters located at 13110 NE 177th Place, # 145, Woodinville, WA 98072 (the “Company”), and BHP Capital NY Inc., a New York Corporation, located at 45 SW 9th Street, Apt 1603, Miami, FL 33130 (the

July 29, 2022 EX-10.24

Securities Purchase Agreement between CarbonMeta Technologies, Inc. and RPG Capital Partners dated March 1, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

Exhibit 10.24 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 1, 2021 between COROWARE, Inc., a Delaware corporation and its predecessors (the “Company”), and the purchaser identified on the signature page hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the

July 29, 2022 EX-10.44

Common Stock Purchase Warrant Agreement between CarbonMeta Technologies, Inc. and RGP Capital Partners, Inc. dated July 15, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

Exhibit 10.44 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R

July 29, 2022 EX-10.41

Registration Rights Agreement between CarbonMeta Technologies, Inc. and Robert Papiri Defined Contribution Plan dated July 15, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

EXHIBIT 10.41 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the ?Agreement?), dated as of July 15, 2022 by and between CarbonMeta Technologies, Inc., a corporation organized under the laws of Delaware (the ?Company?), and Robert Papiri Defined Contribution Plan, a California Trust (the ?Investor?). Whereas, in connection with the Convertible Promissory Note by and between the Compan

July 29, 2022 EX-10.32

Common Stock Purchase Warrant Agreement between CarbonMeta Technologies, Inc. and Quick Capital, LLC dated July 14, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

EX-10.32 25 ex10-32.htm Exhibit 10.32 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PU

July 29, 2022 EX-10.21

Promissory Note between CarbonMeta Technologies, Inc. and MacRab, LLC dated May 10, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

EX-10.21 14 ex10-21.htm Exhibit 10.21 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE RE

July 29, 2022 EX-10.10

Securities Purchase Agreement between CarbonMeta Technologies, Inc. and Tangiers Investment Group, LLC dated March 21, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

EX-10.10 3 ex10-10.htm Exhibit 10.10 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 21, 2022, by and between CARBONMETA TECHNOLOGIES, INC., a Delaware corporation, with headquarters located at 13110 NE 177th Place, # 145, Woodinville, WA 98072 (the “Company”), and Tangiers Investment Group, LLC, a Delaware limited liability company, located at

July 29, 2022 EX-FILING FEES

Filing fees

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) CarbonMeta Technologies, Inc.

July 29, 2022 EX-10.20

Common Stock Purchase Warrant Agreement between CarbonMeta Technologies, Inc. and MacRab, LLC dated April 14, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

Exhibit 10.20 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R

July 29, 2022 EX-10.16

Debt Settlement Agreement between CoroWare, Inc. and RBB Capital, LLC dated October 25, 2021 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

Exhibit 10.16 DEBT SETTLEMENT AGREEMENT THIS DEBT SETTLEMENT AGREEMENT (the “Agreement”) is entered into as of October 25, 2021 by and between CoroWare, Inc. (“CoroWare”) whose address is 13110 NE 177th Place, #145, Woodinville, WA 98072 and RBB Capital, LLC (“Creditor”), whose address is . CoroWare and Creditor may be referred to individually as “Party” and collectively as “Parties.” WHEREAS, Cor

July 29, 2022 EX-10.13

Securities Purchase Agreement between CarbonMeta Technologies, Inc. and Lloyd T. Spencer dated March 7, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

Exhibit 10.13 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 7, 2022, by and between CARBONMETA TECHNOLOGIES, INC., a Delaware corporation, with headquarters located at 13110 NE 177th Place, # 145, Woodinville, WA 98072 (the “Company”), and Lloyd T Spencer, an individual, with his address at 18529 NE 184th Street, Woodinville, WA 98077 (the “Buy

July 29, 2022 EX-10.42

Securities Purchase Agreement between CarbonMeta Technologies, Inc. and RGP Capital Partners, Inc. dated July 15, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

Exhibit 10.42 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 15, 2022, by and between CARBONMETA TECHNOLOGIES, INC., a Delaware corporation, with headquarters located at 13110 NE 177th Place, # 145, Woodinville, WA 98072 (the “Company”), and RPG Capital Partners Inc., a Nevada Corporation, located at 304 S Jones Avenue, #1856, Las Vegas, NV 891

July 29, 2022 EX-10.37

Registration Rights Agreement between CarbonMeta Technologies, Inc. and Robert Papiri Defined Benefit Plan dated July 15, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

Exhibit 10.37 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the ?Agreement?), dated as of July 15, 2022 by and between CarbonMeta Technologies, Inc., a corporation organized under the laws of Delaware (the ?Company?), and Robert Papiri Defined Benefit Plan, a California Trust (the ?Investor?). Whereas, in connection with the Convertible Promissory Note by and between the Company and

July 29, 2022 EX-10.29

Registration Rights Agreement between CarbonMeta Technologies, Inc. and BHP Capital NY, Inc. dated July 14, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

Exhibit 10.29 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (the ?Agreement?), dated as of July 14, 2022 by and between CarbonMeta Technologies, Inc., a corporation organized under the laws of Delaware (the ?Company?), and BHP Capital NY Inc., a Wyoming limited liability company (the ?Investor?). Whereas, in connection with the Convertible Promissory Note by and between the Company a

July 29, 2022 EX-10.22

Securities Purchase Agreement between CarbonMeta Technologies, Inc. and MacRab, LLC dated May 10, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

EX-10.22 15 ex10-22.htm Exhibit 10.22 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 10, 2022, by and between CARBONMETA TECHNOLOGIES, INC., a Delaware corporation, with headquarters located at 13110 NE 177th Place, # 145, Woodinville, WA 98072 (the “Company”), and MacRab LLC, a Florida limited liability company, located at 738 Mandalay Grove Ct

July 29, 2022 EX-10.19

Registration Rights Agreement between CarbonMeta Technologies, Inc. and MacRab, LLC dated April 14, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

EX-10.19 12 ex10-19.htm Exhibit 10.19 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 14, 2022, by and between CARBONMETA TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and MACRAB LLC, a Florida limited liability company (together with its assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall ha

July 29, 2022 S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARBONMETA TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARBONMETA TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 7349 95-4868120 (State or other Jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification N

July 29, 2022 EX-10.43

Promissory Note between CarbonMeta Technologies, Inc. and RGP Capital Partners, Inc. dated July 15, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

Exhibit 10.43 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

July 29, 2022 EX-10.40

Common Stock Purchase Warrant Agreement between CarbonMeta Technologies, Inc. and Robert Papiri Defined Contribution Plan dated July 15, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

EX-10.40 33 ex10-40.htm Exhibit 10.40 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PU

July 29, 2022 EX-10.38

Securities Purchase Agreement between CarbonMeta Technologies, Inc. and Robert Papiri Defined Contribution Plan dated July 15, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

Exhibit 10.38 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 15, 2022, by and between CARBONMETA TECHNOLOGIES, INC., a Delaware corporation, with headquarters located at 13110 NE 177th Place, # 145, Woodinville, WA 98072 (the “Company”), and Robert Papiri Defined Contribution Plan, a California Trust, located at PO Box 110672, Campbell, CA 9500

July 29, 2022 EX-10.36

Common Stock Purchase Warrant Agreement between CarbonMeta Technologies, Inc. and Robert Papiri Defined Benefit Plan dated July 15, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

Exhibit 10.36 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R

July 29, 2022 EX-10.31

Promissory Note between CarbonMeta Technologies, Inc. and Quick Capital, LLC dated July 14, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

Exhibit10.31 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

July 29, 2022 EX-10.18

Standby Equity Commitment Agreement between CarbonMeta Technologies, Inc. and MacRab, LLC dated April 14, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

Exhibit 10.18 STANDBY EQUITY COMMITMENT AGREEMENT This standby equity commitment agreement is entered into as of April 14, 2022 (this “Agreement”), by and between CarbonMeta Technologies, Inc., a Delaware corporation (the “Company”), and MacRab LLC, a Florida limited liability company (the “Investor”). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein,

July 29, 2022 EX-10.12

Common Stock Purchase Warrant Agreement between CarbonMeta Technologies, Inc. and Tangiers Investment Group, LLC dated March 21, 2022 (previously filed on Form S-1 with the Securities and Exchange Commission on July 29, 2022)

Exhibit 10-12 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R

December 7, 2021 253G2

OFFERING CIRCULAR SUPPLEMENT NO. 2 Date of Qualification of the Offering Circular: October 8, 2021 December 6, 2021 CarbonMeta Technologies, Inc. CoroWare, Inc. 13110 NE 177th Place, Suite 145 Woodinville, WA 98072

253G2 1 form253g2.htm Filed Pursuant to Rule 253(g)(2) File No. 024-11619 OFFERING CIRCULAR SUPPLEMENT NO. 2 Date of Qualification of the Offering Circular: October 8, 2021 December 6, 2021 CarbonMeta Technologies, Inc. f/k/a CoroWare, Inc. 13110 NE 177th Place, Suite 145 Woodinville, WA 98072 This document (the “Supplement”) supplements the Offering Circular of CarbonMeta Technologies, Inc. (f/k/

November 9, 2021 253G2

OFFERING CIRCULAR SUPPLEMENT NO. 1 Date of Qualification of the Offering Circular: October 8, 2021 November 19, 2021 CarbonMeta Technologies, Inc. CoroWare, Inc. 13110 NE 177th Place, Suite 145 Woodinville, WA 98072

253G2 1 form253g2.htm Filed Pursuant to Rule 253(g)(2) File No. 024-11619 OFFERING CIRCULAR SUPPLEMENT NO. 1 Date of Qualification of the Offering Circular: October 8, 2021 November 19, 2021 CarbonMeta Technologies, Inc. f/k/a CoroWare, Inc. 13110 NE 177th Place, Suite 145 Woodinville, WA 98072 This document (the “Supplement”) supplements the Offering Circular of CarbonMeta Technologies, Inc. f/k/

October 7, 2021 CORRESP

October 7, 2021

CORRESP 1 filename1.htm CoroWare 13110 NE 177th Place, #145 Woodinville, WA 98072 Phone: (844) 641-2676 Fax: (844) 641-2676 http://www.coroware.com October 7, 2021 SECURITIES AND EXCHANGE COMMISSION Division of Corporate Finance Office of Technology 100 F Street, N.E. Washington, DC 20549 Re: CoroWare, Inc. Offering Statement on Form 1-A Filed August 31, 2021 File No. 024-11619 Requested Date: Oct

October 5, 2021 PART II AND III

Preliminary Offering Circular dated October 5, 2021

PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated October 5, 2021 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

October 5, 2021 ADD EXHB

October 5,

Exhibit 12.1 October 5, 2021 CoroWare, Inc. 13110 NE 177th Place, Suite 145 Woodinville, WA 98072 Re: Regulation A Offering Statement on Form 1-A Ladies and Gentlemen: I am counsel for CoroWare, Inc., a Delaware corporation (the “Company”), in connection with the proposed public offering of up to 10,000,000,000 shares of the common stock, $0.0001 par value per share (“Common Stock”), of the Compan

October 4, 2021 CORRESP

13110 NE 177th Place, #145

CORRESP 1 filename1.htm CoroWare 13110 NE 177th Place, #145 Woodinville, WA 98072 Phone: (844) 641-2676 Fax: (844) 641-2676 http://www.coroware.com October 5, 2021 SECURITIES AND EXCHANGE COMMISSION Division of Corporate Finance Office of Technology 100 F Street, N.E. Washington, DC 20549 Re: Coroware, Inc. Offering Statement on Form 1-A Filed August 31, 2021 File No. 024-11619 To Whom It May Conc

September 17, 2021 PART II AND III

Preliminary Offering Circular dated September 17, 2021

PART II AND III 2 partiiandiii.htm PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated September 17, 2021 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may no

September 17, 2021 EX1A-12 OPN CNSL

August 30, 2021

Exhibit 12.1 August 30, 2021 CoroWare, Inc. 13110 NE 177th Place, Suite 145 Woodinville, WA 98072 Re: Regulation A Offering Statement on Form 1-A Ladies and Gentlemen: I am counsel for Coroware, Inc., a Delaware corporation (the ?Company?), in connection with the proposed public offering of up to 10,000,000,000 shares of the common stock, $0.0001 par value per share (?Common Stock?), of the Compan

September 17, 2021 ADD EXHB

September 17, 2021

Exhibits 5.1 and 23.1 September 17, 2021 Coroware, Inc. 13110 NE 177th Place, Suite 145 Woodinville, WA 98072 Re: Regulation A Offering Statement on Form 1-A Ladies and Gentlemen: I am counsel for Coroware, Inc., a Delaware corporation (the “Company”), in connection with the proposed public offering of up to 5,000,000,000 shares of the common stock, $0.0001 par value per share (“Common Stock”), of

September 15, 2021 CORRESP

September 14, 2021

CORRESP 1 filename1.htm CoroWare 13110 NE 177th Place, #145 Woodinville, WA 98072 Phone: (844) 641-2676 Fax: (844) 641-2676 http://www.coroware.com September 14, 2021 SECURITIES AND EXCHANGE COMMISSION Division of Corporate Finance Office of Technology 100 F Street, N.E. Washington, DC 20549 Re: Coroware, Inc. Offering Statement on Form 1-A Filed August 31, 2021 File No. 024-11619 Requested Date:

September 14, 2021 CORRESP

September 14, 2021

CORRESP 1 filename1.htm CoroWare 13110 NE 177th Place, #145 Woodinville, WA 98072 Phone: (844) 641-2676 Fax: (844) 641-2676 http://www.coroware.com September 14, 2021 SECURITIES AND EXCHANGE COMMISSION Division of Corporate Finance Office of Technology 100 F Street, N.E. Washington, DC 20549 Re: Coroware, Inc. Offering Statement on Form 1-A Filed August 31, 2021 File No. 024-11619 Requested Date:

September 3, 2021 CORRESP

September 3, 2021

CoroWare 13110 NE 177th Place, #145 Woodinville, WA 98072 Phone: (844) 641-2676 Fax: (844) 641-2676 http://www.

September 3, 2021 EX1A-12 OPN CNSL

August 30, 2021

Exhibit 12.1 August 30, 2021 CoroWare, Inc. 13110 NE 177th Place, Suite 145 Woodinville, WA 98072 Re: Regulation A Offering Statement on Form 1-A Ladies and Gentlemen: I am counsel for Coroware, Inc., a Delaware corporation (the “Company”), in connection with the proposed public offering of up to 5,000,000,000 shares of the common stock, $0.0001 par value per share (“Common Stock”), of the Company

September 3, 2021 PART II AND III

Preliminary Offering Circular dated September 3, 2021

PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated September 3, 2021 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

August 31, 2021 ADD EXHB

COROWARE, INC. Amended, Restated and Consolidated Secured Convertible Debenture

Exhibit 10.6 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EX

August 31, 2021 ADD EXHB

ADD EXHB

Exhibit 3.18

August 31, 2021 ADD EXHB

ADD EXHB

Exhibit 3.15

August 31, 2021 ADD EXHB

CODE OF BUSINESS CONDUCT and ETHICS for COROWARE, INC.

Exhibit 14.1 CODE OF BUSINESS CONDUCT and ETHICS for COROWARE, INC. 2021 COROWARE, Inc. and all of the group’s subsidiaries, (together, the “Company”) is committed to the highest standards of legal and ethical conduct. This Code of Business Conduct and Ethics (the “Code”) sets forth the Company’s policies with respect to the way we conduct ourselves individually and operate our business. The provi

August 31, 2021 ADD EXHB

10% FIXED CONVERTIBLE PROMISSORY NOTE COROWARE, INC.

Exhibit 10.8 Note: July 19, 2021 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEME

August 31, 2021 ADD EXHB

COROWARE, INC. Warrant To Purchase Common Stock

Exhibit 10.3 WARRANT THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDE

August 31, 2021 ADD EXHB

ADD EXHB

Exhibit 3.14

August 31, 2021 ADD EXHB

ADD EXHB

Exhibit 4.8

August 31, 2021 ADD EXHB

ADD EXHB

Exhibit 3.5

August 31, 2021 ADD EXHB

FORBEARANCE AGREEMENT

Exhibit 10.1 FORBEARANCE AGREEMENT This FORBEARANCE AGREEMENT (this “Agreement”) is dated as of February 5, 2016, by and among (i) COROWARE, INC. (“CoroWare”), (ii) COROWARE TECHNOLOGIES, INC. (“CT”), (iii) the subsidiaries and affiliates of CoroWare and CT listed on Schedule 1 attached hereto (the “Subsidiaries”) (CoroWare, CT and the Subsidiaries shall be collectively referred to herein as the “

August 31, 2021 ADD EXHB

ADD EXHB

Exhibit 3.3

August 31, 2021 ADD EXHB

ADD EXHB

Exhibit 4.7

August 31, 2021 ADD EXHB

ADD EXHB

Exhibit 3.16

August 31, 2021 ADD EXHB

GLOBAL GUARANTY AGREEMENT

Exhibit 10.5 GLOBAL GUARANTY AGREEMENT This GLOBAL GUARANTY AGREEMENT dated as of February 5, 2016 (the “Guaranty”), is given by each of the entities listed on Schedule 1 attached hereto (jointly, severally, and collectively, the “Guarantors”) in favor of YA Global Investments, L.P. (f/k/a Cornell Capital Partners, L.P.) (the “Secured Party”). Capitalized terms used herein and not otherwise define

August 31, 2021 ADD EXHB

ADD EXHB

Exhibit 3.6

August 31, 2021 ADD EXHB

CONSULTING AGREEMENT

Exhibit 10.7 CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) is made and entered into as of this 10th day of June 2021, by and between CoroWare, Inc. a Delaware corporation whose address is 13110 NE 177th Place, #293, Woodinville, WA 98072 (the “Company”) and Global Technologies, Ltd (the “Consultant”), a Delaware corporation whose address is 501 1st Ave N., Suite 900, St. Petersb

August 31, 2021 ADD EXHB

AMENDED AND RESTATED GLOBAL SECURITY AGREEMENT

Exhibit 10.4 AMENDED AND RESTATED GLOBAL SECURITY AGREEMENT THIS AMENDED AND RESTATED GLOBAL SECURITY AGREEMENT (the “Agreement”) is entered into as of February 5, 2016, by and among (i) CoroWare, Inc., a Delaware corporation (“CoroWare”), and (ii) each Subsidiary and Affiliate of CoroWare listed on Schedule 1 attached hereto (collectively, the “Subsidiaries,” and together with CoroWare, jointly,

August 31, 2021 ADD EXHB

ADD EXHB

Exhibit 3.9

August 31, 2021 ADD EXHB

ADD EXHB

Exhibit 4.4

August 31, 2021 ADD EXHB

SETTLEMENT AGREEMENT

Exhibit 10.9 SETTLEMENT AGREEMENT This SETTLEMENT AGREEMENT (this “Agreement”) is dated as of July , 2021, by and among (i) COROWARE, INC. (“CoroWare”), (ii) COROWARE TECHNOLOGIES, INC. (“CT”), (iii) ROBOTIC WORKSPACE TECHNOLOGIES, INC. (“RWT”) (CoroWare, CT and RWT shall be collectively referred to herein as the “Obligors”), and (ii) YA GLOBAL INVESTMENTS, L.P., formerly known as Cornell Capital

August 31, 2021 ADD EXHB

ADD EXHB

Exhibit 4.6

August 31, 2021 ADD EXHB

ADD EXHB

Exhibit 3.10

August 31, 2021 ADD EXHB

ADD EXHB

Exhibit 3.4

August 31, 2021 ADD EXHB

ADD EXHB

Exhibit 4.3

August 31, 2021 PART II AND III

Preliminary Offering Circular dated August 30, 2021

PART II — INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated August 30, 2021 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.

August 31, 2021 ADD EXHB

ADD EXHB

Exhibit 3.17

August 31, 2021 ADD EXHB

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries Name State of Incorporation CoroWare Technologies, Inc. Florida CoroWare Robotics Solutions, Inc. Texas CoroWare Robotics Solutions, Inc. Texas Robotic Workspace Technologies, Inc. Florida Carbon Source, Inc Wyoming CoroWare Treasury, Inc. Wyoming CarbonMeta Research Ltd. England and Wales

August 31, 2021 ADD EXHB

ADD EXHB

Exhibit 3.7

August 31, 2021 ADD EXHB

ADD EXHB

Exhibit 3.8

August 31, 2021 ADD EXHB

ADD EXHB

Exhibit 3.11

August 31, 2021 ADD EXHB

August 30, 2021

Exhibit 12.1 August 30, 2021 CoroWare, Inc. 13110 NE 177th Place, Suite 293 Woodinville, WA 98072 Re: Regulation A Offering Statement on Form 1-A Ladies and Gentlemen: I am counsel for Coroware, Inc., a Delaware corporation (the “Company”), in connection with the proposed public offering of up to 5,000,000,000 shares of the common stock, $0.0001 par value per share (“Common Stock”), of the Company

August 31, 2021 ADD EXHB

ADD EXHB

Exhibit 4.5

August 31, 2021 ADD EXHB

ADD EXHB

Exhibit 3.12

August 31, 2021 ADD EXHB

ADD EXHB

Exhibit 2.7

August 31, 2021 ADD EXHB

ADD EXHB

Exhibit 4.2

August 31, 2021 ADD EXHB

ADD EXHB

Exhibit 2.5

August 31, 2021 EX1A-4 SUBS AGMT

Form of Subscription Agreement (previously filed on Form 1-A with the Securities and Exchange Commission on August 31, 2021)

Exhibit 4.1 COROWARE, INC. SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD O

August 31, 2021 ADD EXHB

AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENT

Exhibit 10.2 AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENT This AMENDED AND RESTATED INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”), is dated as of February 5, 2016, by each of the undersigned entities (collectively, the “Grantors”) in favor of YA Global Investments, L.P. as collateral agent for itself and certain other lenders (in such capacity, the “Secured Party”).

August 31, 2021 ADD EXHB

ADD EXHB

Exhibit 2.4

August 31, 2021 ADD EXHB

ADD EXHB

Exhibit 3.13

January 26, 2017 SC 13G/A

COWI / CoroWare, Inc. / Magna Group LLC - SC 13G/A Passive Investment

SC 13G/A 1 v457548sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 CoroWare, Inc. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE (Title of Class of Securities) 219858404 (CUSIP Number) Ja

January 11, 2017 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2017 CoroWare, Inc. (Exact name of registrant as specified in its charter) Delaware 000-33231 95-4868120 (State of Other Jurisdiction of Incorporation) (Commission File Num

November 8, 2016 15-12G

CoroWare 2G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-33231 Coroware, Inc. (Exact name of registrant as specified in its charte

October 28, 2016 8-K

Costs Associated with Exit or Disposal Activities, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2016 CoroWare, Inc. (Exact name of registrant as specified in its charter) Delaware 000-33231 95-4868120 (State of Other Jurisdiction of Incorporation) (Commission File Nu

October 27, 2016 EX-99.1

Nikolas S. Komyati

Exhibit 99.1 Formal notice of default by Coroware, Inc. with respect to various loan agreements from YA Global Investments, LP dated September 21, 2016 Nikolas S. Komyati Direct: 973-245-0671 Principal [email protected] October 22, 2016 Via Email and Federal Express Lloyd Spencer President and CEO CoroWare, Inc 601 108 th Avenue NE, Suite 1900 Bellevue, WA 98004 Re: Loan and Security Agreement

October 27, 2016 8-K/A

Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

8-K/A 1 l10261628ka1.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2016 CoroWare, Inc. (Exact name of registrant as specified in its charter) Delaware 000-33231 95-4868120 (State of Other Jurisdi

October 26, 2016 8-K

Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

8-K 1 l10251608k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2016 CoroWare, Inc. (Exact name of registrant as specified in its charter) Delaware 000-33231 95-4868120 (State of Other Jurisdiction of Incorporation

October 26, 2016 EX-99.1

COROWARE ISSUES SHAREHOLDER UPDATE Achieving Operational Profitability and Attracting Long Term Investment

Exhibit 99.1 Press Release COROWARE ISSUES SHAREHOLDER UPDATE Achieving Operational Profitability and Attracting Long Term Investment Bellevue, WA ? June 13, 2016 ? CoroWare, Inc. (OTC PINK:COWI) today issued the following shareholder update letter from Lloyd Spencer, CEO and Chairman. To our valued shareholders: As President and CEO of CoroWare, I want to thank you for your continued patience and

August 15, 2016 10-Q

CoroWare FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016 (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10- Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-33231 COROWARE, INC. (EXACT NAME

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