ENDV Endonovo Therapeutics Inc (PK)

Item 1.01 Entry into a Material Definitive Agreement.

On September 26, 2022, Endonovo Therapeutics, Inc. (“we”, “us” or the “Company”) entered into an Asset Purchase Agreement (the “APA”) by and among the Company, Western Star Concrete, LLC (“Western Star”), and Mark Gabriel Salmons (the “Owner”) pursuant to which the Company will acquire substantially all of the assets and assume certain liabilities of Western Star. Western Star is engaged in the business of providing and laying of concrete primarily for residential tract developers. This includes but is not limited to the building/laying of foundations, retaining walls, driveways, patios, sidewalks and barn pads. The purchase price formula under the APA is four times Western Star’s EBITDA for the 12 full months prior to closing subject to certain adjustments as set forth in the APA. Closing is conditioned on the satisfactory completion of the parties’ due diligence and the completion of an audit of Western Star’s financial statements for the years ended December 31, 2021 and December 31, 2020 consistent with the requirements of being a subsidiary of a publicly held company subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and the closing is anticipated to be held on or about December 15, 2022. If the unaudited financial information provided to us, which indicated an EBITDA of approximately $6,300,000, is confirmed without any adjustments required by the audit process, the purchase price to the Company would be approximately $25,200,000 plus expenses which we intend to pay through the raising of debt and equity financing. No assurance can be given that we will be able to raise the required financing on terms that are acceptable to us and beneficial to our shareholders.

The foregoing is only a summary of the terms of the APA which is included as an exhibit to this report.