Form 8-K

8-K — Crisp Momentum Inc.

Accession: 0001493152-26-034401

Filed: 2026-07-23

Period: 2026-07-22

CIK: 0000924396

SIC: 6199 (FINANCE SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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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): July 22, 2026

CRISP

MOMENTUM INC.

(Exact

name of registrant as specified in its charter)

Delaware

000-24520

04-3021770

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

Number)

250

Park Avenue, 7th

Floor, New

York, NY

10177

(Address

of principal executive offices) (Zip code)

(305)

351-9195

(Registrant’s

telephone number, including area code)

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2.)

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

N/A

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

July 22, 2026, Crisp Momentum Inc. (the “Company”) entered into a Loan Assignment and Share Repurchase Agreement (the “Assignment

and Repurchase Agreement”), dated as of July 22, 2026, by and between the Company and Partum AG (“Partum”).

The

Company and Nexvers Co., Ltd. (“Nexvers”) previously entered into a Loan Agreement dated November 13, 2025 (the “Loan

Agreement”), pursuant to which the Company made a term loan to Nexvers in an aggregate principal amount of up to $3,000,000 (the

“Loan”), evidenced by a promissory note dated November 13, 2025 (the “Note” and together with the Loan Agreement,

the “Loan Documents”), and pursuant to which advances under the Loan Agreement were made by the Company to Nexvers in an

aggregate principal amount of $1,700,000. Nexvers previously made partial repayments of the Loan in an aggregate amount of $200,000,

leaving outstanding obligations under the Loan Documents consisting of an outstanding principal balance of $1,500,000 and certain accrued

and unpaid interest thereon (together, the “Outstanding Loan Obligations”).

Pursuant

to the terms of the Assignment and Repurchase Agreement, the Company agreed to assign to Partum all of the Company’s right, title,

and interest in, to and under the Loan Documents (the “Assignment”), such that Partum would be the sole lender and holder

of the Loan Documents following the Assignment. Prior to closing of the Assignment, Partum held 20,000,000 shares of the Company’s

common stock (the “Shares”). In consideration for the Assignment and subject to the terms of the Assignment and Repurchase

Agreement, Partum agreed to transfer the Shares to the Company.

The

Assignment and Repurchase Agreement contains customary representations, warranties and covenants for a transaction of this type.

The

Assignment closed on July 22, 2026, and Partum transferred the Shares to the Company on July 22, 2026.

The

foregoing description of the Assignment and Repurchase Agreement is qualified in its entirety by reference to the complete terms and

conditions of the Assignment and Repurchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and

is incorporated by reference into this Item 1.01.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Loan Assignment and Share Repurchase Agreement, dated as of July 22, 2026, by and between the registrant and Partum AG.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

CRISP

MOMENTUM INC.

Date:

July 23, 2026

By:

/s/

Ana Rita Coelho

Name:

Ana

Rita Coelho

Title:

Interim

Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

LOAN

ASSIGNMENT AND SHARE REPURCHASE AGREEMENT

dated

as of

July

22, 2026

and among

Crisp

Momentum Inc.

And

Partum

LOAN

ASSIGNMENT AND SHARE REPURCHASE AGREEMENT

THIS

LOAN ASSIGNMENT AND SHARE REPURCHASE AGREEMENT (this “Agreement”), dated

as of July 22, 2026 (the “Effective Date”), is entered into by and among (i) Crisp Momentum Inc., a Delaware corporation,

having its principal place of business at 250 Park Avenue, 7th Floor, New York, NY 10177, United States (“Assignor”

or “Crisp”); and (ii) Partum AG, a Swiss corporation, having its registered office at Sonnhalde 17, Pfäffikon,

CH 8808, Switzerland (“Assignee” or “Partum AG”). Each of Crisp and Partum AG are referred to herein

individually as a “Party” and collectively as the “Parties”.

I T N E S S E T H:

WHEREAS,

Crisp and Nexvers Co., Ltd., a South Korean company having its registered office at 6F, Wonyoung Bldg., 155, Hakdong-ro, Gangnam-gu,

Seoul, Korea, Corporation Registration Number 110111-3623463, Tax ID Number 315-81- 38538 (“Nexvers”), are party to

that certain Loan Agreement dated November 13, 2025 (the “Loan Agreement”), pursuant to which Crisp made a term loan

to Nexvers in an aggregate principal amount of up to Three Million Dollars (USD $3,000,000) (the “Loan”), evidenced

by that certain Promissory Note dated November 13, 2025 (the “Note” and, together with the Loan Agreement, the “Loan

Documents”), and pursuant to which advances under the Loan Agreement were made by Crisp to Nexvers in an aggregate principal

amount of One Million Seven Hundred Thousand Dollars (USD $1,700,000);

WHEREAS,

Nexvers has previously made partial repayment(s) of the Loan in an aggregate amount of Two Hundred Thousand Dollars (USD $200,000), leaving

outstanding obligations under the Loan Documents consisting of (i) an outstanding principal balance of One Million Five Hundred Thousand

Dollars (USD $1,500,000) and (ii) accrued and unpaid interest thereon calculated through the Assignment Date (together, the “Outstanding

Loan Obligations”);

WHEREAS,

Partum AG is a shareholder of Crisp, currently holding 20,000,000 shares of common stock, par value $0.0001 per share, of Crisp (the

“Transferred Stock”);

WHEREAS,

Crisp desires to sell, assign, and transfer to Partum AG all of Crisp’s rights, title, and interest in and to the Loan Documents,

including all rights to collect and enforce the Outstanding Loan Obligations from Nexvers, and Partum AG desires to acquire the same,

in each case on the terms and subject to the conditions set forth in this Agreement;

WHEREAS,

in consideration for such assignment and transfer of the Loan Documents, Partum AG agrees to sell, assign, convey, transfer and deliver

the Transferred Stock to Crisp, free and clear of all Encumbrances (other than restrictions under applicable securities laws);

WHEREAS,

following the Assignment (as defined herein), Nexvers’ obligations under the Loan Documents shall remain in full force and effect

and shall be owing to Partum AG as the new lender and holder of the Loan Documents, and Partum AG shall succeed to all rights and remedies

of Crisp under the Loan Documents with respect to Nexvers;

WHEREAS,

the Parties acknowledge that a principal purpose of the transaction structure is to obtain favorable accounting treatment in connection

with the transfer of the Loan, which accounting treatment has been reviewed and discussed by Crisp with its financial advisor; and

NOW,

THEREFORE, in consideration of the foregoing and the mutual covenants and agreements in this Agreement, and for other good and valuable

consideration, the receipt and sufficiency of which are acknowledged, and intending to be legally bound hereby, the Parties agree as

follows:

ARTICLE

I DEFINITIONS

Section

1.01 Definitions.

The

following terms, as used herein, have the following meanings:

“Affiliate”

means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such

Person. For the purposes of this definition, “control” (including, with correlative meaning, the terms “controlled

by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause

the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Assignment”

has the meaning set forth in Section 2.01. “Assignment Date” means the Closing Date.

“Assignment

Consideration” means the transfer of the Transferred Stock by Partum AG to Crisp pursuant to Section 2.02, as full consideration

for the Assignment.

“Board”

has the meaning set forth in Section 4.01(a).

“Business

Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or

required by applicable law to close.

“Closing”

means the consummation of the transactions contemplated by this Agreement.

“Closing

Date” means the date that is three (3) Business Days after satisfaction or waiver of all conditions set forth in Article 4,

or such other date agreed in writing by the Parties.

“Encumbrances”

means all adverse claims, liens, security interests, charges, restrictions and any other encumbrances on an asset.

“Loan”

has the meaning set forth in the Recitals.

“Loan

Agreement” has the meaning set forth in the Recitals. “Loan Documents” has the meaning set forth in the

Recitals. “Nexvers” has the meaning set forth in the Recitals.

“Non-Public

Information” has the meaning set forth in Section 5.03(a). “Note” has the meaning set forth in the Recitals.

“Outside

Date” means July 31, 2026, as such date may be extended by Crisp pursuant to this Agreement.

“Outstanding

Loan Obligations” has the meaning set forth in the Recitals.

“Person”

means any natural person, corporation, partnership, joint venture, trust, limited liability company, association, governmental authority,

or any other entity, whether acting in an individual, fiduciary or other capacity.

“SEC”

has the meaning set forth in Section 6.02.

“Securities

Act” has the meaning set forth in Section 5.03(a).

“Transfer

Agent” means Colonial Stock Transfer Co, Inc., or such other transfer agent of Crisp as may be designated by Crisp in writing.

“Transferred

Stock” has the meaning set forth in the Recitals.

ARTICLE

II ASSIGNMENT OF LOAN DOCUMENTS; SHARE REPURCHASE

Section

2.01 Assignment of Loan Documents.

Subject

to the terms and conditions of this Agreement, effective at Closing, Crisp hereby sells, assigns, transfers, conveys and delivers to

Partum AG all of Crisp’s right, title, and interest in, to and under the Loan Documents, including without limitation: (a) all

rights to collect, demand, receive and enforce payment of the Outstanding Loan Obligations from Nexvers; (b) all rights to exercise any

and all remedies available to Crisp as lender under the Loan Documents or applicable law; (c) all rights to any security, pledge, or

guarantee provided in connection with the Loan Documents; and (d) all other rights, benefits and privileges of Crisp as lender under

the Loan Documents (collectively, the “Assignment”). From and after the Closing, Partum AG shall be the sole lender

and holder of the Loan Documents and shall succeed to all rights, remedies and claims of Crisp against Nexvers thereunder.

Section

2.02 Share Repurchase; Consideration.

consideration for the Assignment, and subject to the terms and conditions of this Agreement, at Closing, Partum AG shall sell, assign,

convey, transfer and deliver the Transferred Stock to Crisp, and Crisp shall redeem and accept the Transferred Stock from Partum AG,

free and clear of all Encumbrances (other than restrictions under applicable securities laws), and the Transferred Stock shall be returned

to the status of authorized and unissued shares of Common Stock. At Closing, Partum AG shall deliver to Crisp the stock power in the

form as attached hereto as Exhibit 1, duly executed by an authorized officer of Partum AG, and shall deliver to Crisp such additional

documents as may be required to transfer the Transferred Stock in accordance with this Agreement and the delivery instructions set forth

on Schedule 2. The transfer of the Transferred Stock shall constitute full and final consideration for the Assignment.

Section

2.03 Nexvers’ Obligations Continue.

The

Parties acknowledge and agree that the Assignment does not constitute a novation, satisfaction, or release of Nexvers’ obligations

under the Loan Documents. Notwithstanding the Assignment, Nexvers’ obligations to repay the Outstanding Loan Obligations shall

remain in full force and effect following Closing and shall be owed exclusively to Partum AG as the assignee and new holder of the Loan

Documents. As between the Parties, Partum AG shall have, from and after the Closing, the sole and exclusive right to enforce, collect,

compromise, settle, or otherwise deal with the Outstanding Loan Obligations in its sole discretion, without any obligation to account

to Crisp in respect thereof.

Section

2.04 Notice to Nexvers.

Promptly

following Closing, Crisp and Partum AG shall deliver written notice of the Assignment to Nexvers in the form attached hereto as Schedule

3 (or such other form as the Parties may agree), confirming that (a) all of Crisp’s rights under the Loan Documents have been assigned

to Partum AG, (b) all payments, notices and communications with respect to the Loan Documents shall be directed to Partum AG from and

after the Assignment Date, and (c) Nexvers’ obligations under the Loan Documents remain in full force and effect.

ARTICLE

III RELEASES; PRESERVATION OF NEXVERS OBLIGATIONS

Section

3.01 Release of Crisp by Partum AG.

Effective

upon Closing, Partum AG, for itself and its Affiliates, whether an Affiliate as of the Effective Date or hereafter becoming an Affiliate,

and for each of their respective predecessors, successors, assigns, heirs, representatives, and agents and for all related parties, and

all persons acting by, through, under or in concert with any of them in both their official and personal capacities (the “Partum

Releasing Parties”) irrevocably releases and forever discharges Crisp and its Affiliates and each of their respective directors,

officers, employees, and agents (collectively, the “Crisp Released Parties” and each a “Crisp Released Party”)

from any and all obligations, liabilities, claims, demands, causes of action, damages, costs, and expenses of any kind, whether known

or unknown , that any Partum Releasing Party may now have or may have in the future, against any of Crisp Released Parties, to the extent

that those claims have arisen or may have arisen from the Loan Documents or the transactions contemplated therein or the negotiation,

execution, or performance thereof prior to the Assignment Date (the “Partum Released Claims”, except for claims arising from

a breach of this Agreement.

Partum

affirms that it has not filed, caused to be filed, or presently is a party to any claim, complaint, or action against any Crisp Released

Party in any forum or form and should any such charge or action be filed by any Partum Releasing Party or by any other person or entity

on any Partum Releasing Party’s behalf involving matters covered by Section 3.01, Partum agrees to promptly give the agency or

court having jurisdiction a copy of this Agreement and inform them that any such claims any such Partum Releasing Party might otherwise

have had are now settled.

Partum,

on behalf of itself and on behalf of each of the Partum Releasing Parties, agrees not to file for Partum or on behalf of any Partum Releasing

Party, any claim, charge, complaint, action, or cause of action against any Crisp Released Party related to any Partum Released Claims,

and further agrees to indemnify and save harmless such Crisp Released Parties from and against any and all losses, including, without

limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action

made or brought by any such Partum Releasing Party against any Crisp Released Party in violation of the terms and conditions of this

Agreement. In the event that any Partum Releasing Party brings a suit against any Crisp Released Party in violation of this covenant,

Partum agrees to pay any and all costs of the Crisp Released Party, including attorneys’ fees, incurred by such Crisp Released

Party in challenging such action. Any Crisp Released Party is an intended third-party beneficiary of this Agreement.

Section

3.02 Release of Partum AG by Crisp.

Effective

upon Closing, Crisp for itself and its Affiliates, whether an Affiliate as of the Effective Date or hereafter becoming an Affiliate,

and for each of their respective predecessors, successors, assigns, heirs, representatives, and agents and for all related parties, and

all persons acting by, through, under or in concert with any of them in both their official and personal capacities (the “Crisp

Releasing Parties”) irrevocably releases and forever discharges Partum AG and its Affiliates and each of their respective directors,

officers, employees, and agents (collectively, the “Partum Released Parties” and each a “Partum Released Party”)

from any and all obligations, liabilities, claims, demands, causes of action, damages, costs, and expenses of any kind, whether known

or unknown, arising out of or relating to Partum AG’s capacity as a shareholder of Crisp prior to the Closing Date (the “Crisp

Released Claims”), except for claims arising from a breach of this Agreement.

Crisp

affirms that it has not filed, caused to be filed, or presently is a party to any claim, complaint, or action against any Partum Released

Party in any forum or form and should any such charge or action be filed by any Crisp Releasing Party or by any other person or entity

on any Crisp Releasing Party’s behalf involving matters covered by Section 3.02, Crisp agrees to promptly give the agency or court

having jurisdiction a copy of this Agreement and inform them that any such claims any such Crisp Releasing Party might otherwise have

had are now settled.

Crisp,

on behalf of itself and on behalf of each of the Crisp Releasing Parties, agrees not to file for Crisp or on behalf of any Crisp Releasing

Party, any claim, charge, complaint, action, or cause of action against any Partum Released Party related to any Crisp Released Claims,

and further agrees to indemnify and save harmless such Partum Released Parties from and against any and all losses, including, without

limitation, the cost of defense and legal fees, occurring as a result of any claims, charges, complaints, actions, or causes of action

made or brought by any such Crisp Releasing Party against any Partum Released Party in violation of the terms and conditions of this

Agreement. In the event that any Crisp Releasing Party brings a suit against any Partum Released Party in violation of this covenant,

Crisp agrees to pay any and all costs of the Partum Released Party, including attorneys’ fees, incurred by such Partum Released

Party in challenging such action. Any Partum Released Party is an intended third-party beneficiary of this Agreement.

Section

3.03 No Release of Nexvers.

Nothing

in this Agreement constitutes or shall be deemed to constitute a release, discharge, waiver, amendment, defense, reduction, impairment,

or modification of any obligation of Nexvers under the Loan Documents, all of which are expressly preserved in full and shall remain

enforceable by Partum AG as assignee from and after the Closing Date. Without limiting the foregoing, Partum AG retains the sole and

exclusive right from and after Closing to enforce and collect the Outstanding Loan Obligations against Nexvers in accordance with the

Loan Documents and applicable law.

Section

3.04 No Admission.

This

Agreement does not constitute an admission by any Party of any liability or wrongdoing. This is a compromise and settlement of potential

or actual disputed claims and is made solely for the purpose of avoiding the uncertainty, expense, and inconvenience of future litigation.

Neither this Agreement nor the furnishing of any consideration concurrently with the execution hereof shall be deemed

or construed at any time or for any purpose as an admission by any Party of any liability or obligation of any kind. Any such liability

or wrongdoing is expressly denied. The Parties acknowledge that this Agreement was reached after good faith settlement negotiations and

after each Party had an opportunity to consult legal counsel. This Agreement extends to, and is for the benefit of, the Parties, their

respective successors, assigns and agents and anyone claiming by, through or under the Parties.

Section

3.04 Additional Agreements.

Each

of the Parties hereby waives any and all rights which it may have with respect to this Agreement or the subject matter hereof, under

the provisions of Section 1542 of the Civil Code of the State of California as now worded and as hereafter amended, which section provides

that: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his

or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement

with the debtor or released party.”

ARTICLE

IV CONDITIONS TO CLOSING

Section

4.01 Conditions to Crisp’s Obligations.

Crisp’s

obligations to consummate the transactions contemplated by this Agreement at Closing are subject to satisfaction (or waiver by Crisp

in its sole discretion in writing) of each of the following conditions:

(a) Board

Approval. Crisp’s board of directors (the “Board”) shall have

approved this Agreement, including the Assignment and the repurchase of the Transferred Stock.

(b) Delivery.

Partum AG shall have delivered to Crisp the items and instruments as set forth herein

as being required to be delivered by Partum AG to Crisp at the Closing.

Partum AG has delivered evidence reasonably satisfactory to Crisp that Partum AG holds good

and valid title to the Transferred Stock, free and clear of any Encumbrances (other than

restrictions under applicable securities laws).

(d) DGCL

Compliance. Crisp has determined, based on financial information presented to its Board,

that the repurchase of the Transferred Stock is permitted under Section 160 of the Delaware

General Corporation Law (including the surplus/impairment limitations).

(e) Representations

and Warranties. Each of the representations and warranties of Partum AG set forth in

Article 5 shall be true and correct on and as of the Closing Date, as though given on the

Closing Date.

(f) Performance.

Partum AG shall have performed and complied with all agreements, obligations and conditions

contained in this Agreement that are required to be performed or complied with by it on or

before the Closing.

(g) No

Conflict. No law shall have been enacted, issued or promulgated by any governmental authority

of competent jurisdiction and remain in effect, and no order from any governmental authority

shall have been entered, in each case, that would prevent the performance of this Agreement

or the consummation of any of the transactions contemplated hereby.

(h) Officer’s

Certificate. Crisp shall have received a certificate of Partum AG, executed by an authorized

officer of Partum AG, confirming and certifying that the conditions set forth in Sedction

4.01(e) and Section 4.01(f) have been satisfied.

Section

4.02 Conditions to Partum AG’s Obligations.

Partum

AG’s obligations to consummate the Closing are subject to satisfaction (or waiver by Partum AG in its sole discretion in writing)

of the following conditions:

(a) Delivery.

Crisp shall have delivered to Partum AG the items and instruments as set forth herein as

being required to be delivered by Crisp to Partum AG at the Closing.

(b) Representations

and Warranties. Each of the representations and warranties of Crisp set forth in Article

5 shall be true and correct on and as of the Closing Date, as though given on the Closing

Date.

Crisp shall have performed and complied with all agreements, obligations and conditions contained

in this Agreement that are required to be performed or complied with by it on or before the

Closing.

(d) No

Conflict. No law shall have been enacted, issued or promulgated by any governmental authority

of competent jurisdiction and remain in effect, and no order from any governmental authority

shall have been entered, in each case, that would prevent the performance of this Agreement

or the consummation of any of the transactions contemplated hereby.

(e) Officer’s

Certificate. Partum AG shall have received a certificate of Crisp, executed by an authorized

officer of Crisp, confirming and certifying that the conditions set forth in Sedction 4.02(b)

and Section 4.02(c) have been satisfied.

ARTICLE

V REPRESENTATIONS AND WARRANTIES

Section

5.01 Mutual Organization/Authority.

Each

Party represents and warrants to the other Party, as of the Effective Date and as of the Closing Date, that:

(a) it

is duly organized, validly existing and in good standing under the laws of its jurisdiction

of formation and is duly authorized under all applicable laws, regulations, ordinances, and

orders of public authorities to carry on its business in all material respects as it is now

being conducted;

(b) it

has full power and authority to execute and deliver this Agreement and perform the transactions

contemplated by this Agreement;

Agreement has been duly authorized by all necessary corporate or other action on its part;

(d) this

Agreement constitutes its legal, valid, and binding obligation, enforceable against it in

accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws

and general principles of equity; and

(e) the

execution, delivery, and performance of this Agreement do not violate any law applicable

to it, any contract to which it is a party or its organizational documents.

Section

5.02 Crisp’s Representations Regarding the Loan Documents.

Crisp

represents and warrants to Partum AG that:

(a) Crisp

is the sole legal and beneficial owner of the Loan Documents and the Outstanding Loan Obligations

as the lender pursuant to the Loan Documents, and has full right, power and authority to

assign the Loan Documents to Partum AG pursuant to this Agreement;

(b) As

of the Effective Date, the Outstanding Loan Obligations consist of (i) outstanding principal

and (ii) accrued and unpaid interest calculated in accordance with the Loan Agreement through

the Assignment Date, as set forth in Schedule 1;

has not assigned, pledged, encumbered, or otherwise transferred any of its rights under the

Loan Documents to any third party, and there are no Encumbrances on the Loan Documents or

the Outstanding Loan Obligations;

(d) to

Crisp’s knowledge, the Loan Agreement and Note are in full force and effect and constitute

legal, valid and binding obligations of Nexvers, enforceable against Nexvers in accordance

with their terms, subject to applicable bankruptcy, insolvency, and similar laws and general

principles of equity; and

(e) Crisp

has not received written notice of any defense, setoff, counterclaim, or right of reduction

asserted by Nexvers against the Outstanding Loan Obligations.

Section

5.03 Partum AG’s Representations Regarding Transferred Stock.

Partum

AG represents and warrants to Crisp that:

(a) Partum

AG is the sole legal and beneficial owner of the Transferred Stock and has, and Crisp will

acquire pursuant to this Agreement, good and valid title to the Transferred Stock, free and

clear of any Encumbrances (other than restrictions under applicable securities laws);

(b) Partum

AG has not granted any option, warrant, conversion right, proxy, voting agreement, or other

right with respect to the Transferred Stock that would conflict with this Agreement and no

Person has any pre-emptive rights or similar rights to purchase or receive any of the Transferred

Stock or other interests in Crisp from Partum AG;

AG is not an “affiliate” of Crisp within the meaning of Rule 144 under the Securities

Act of 1933, as amended (the “Securities Act”), and is not a director

or executive officer of Crisp; and

(d) Partum

AG is entering into this Agreement on a privately negotiated basis for its own account.

Section

5.04 Securities Law; Information.

Partum

AG acknowledges and agrees as follows:

(a) Crisp

and/or its Affiliates (within the meaning of Rule 405 promulgated under the Securities Act)

now possess and/or may have access to and may hereafter possess and/or have access to certain

non-public information concerning Crisp, its Affiliates and/or the Transferred Stock (the

“Non-Public Information”) which may constitute material information with

respect to the foregoing.

(b) Partum

AG agrees to transfer the Transferred Stock to Crisp notwithstanding that it is aware that

such Non-Public Information exists and that Crisp has not disclosed all Non-Public Information

to it. Partum AG acknowledges that it is a sophisticated party with respect to the transfer

of securities such as the Transferred Stock and that Crisp has no obligation to Partum AG

to disclose such Non-Public Information.

AG has adequate information concerning the Transferred Stock, and the business and financial

condition of Crisp, to make an informed decision regarding the transfer of the Transferred

Stock, and has independently and without reliance upon Crisp made its own analysis and decision

to transfer the Transferred Stock and to acquire the Loan Documents pursuant to this Agreement.

Section

5.05 Partum AG’s Acknowledgment Regarding Loan Documents.

Partum

AG represents and warrants to Crisp that Partum AG: (a) has had the opportunity to review the Loan Documents and has conducted its own

independent due diligence with respect to the Outstanding Loan Obligations and the creditworthiness and obligations of Nexvers; (b) is

acquiring the Loan Documents and the Outstanding Loan Obligations on an “as-is” basis and without any representation or warranty

from Crisp as to the collectability of the Outstanding Loan Obligations or the financial condition of Nexvers; and (c) understands that

Crisp makes no representation as to the ability of Partum AG to recover any amounts from Nexvers following the Assignment.

Section

5.06 No Broker.

Each

Party represents and warrants that no broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee

or commission in connection with this Agreement based upon arrangements made by or on behalf of such Party.

ARTICLE

VI COVENANTS

Section

6.01 Further Assurances.

Each

Party will execute and deliver such additional documents and take such additional actions as may be reasonably necessary or desirable

to carry out the purposes of this Agreement, including to effect the transfer of the Transferred Stock, to complete the Assignment, and

to deliver any notices or instruments required in connection therewith.

Section

6.02 Public Disclosure; SEC Filings.

The

Parties acknowledge that Crisp may be required (or may determine it is advisable) to disclose this Agreement and the transactions contemplated

by it in press releases and/or filings with the U.S. Securities and Exchange

Commission (the “SEC”). Partum AG hereby consents to such disclosure and filing, including filing this Agreement (and/or

a summary of its material terms) as an exhibit, in each case as Crisp determines in good faith to be necessary or advisable to comply

with applicable securities laws.

Section

6.03 Confidentiality.

Except

as permitted by Section 6.02 or as required by applicable law, regulation, or stock exchange/market rules, each Party will keep confidential

the terms of this Agreement and the existence of discussions relating to it; provided that a Party may disclose such information to its

Affiliates and its and their respective officers, directors, employees, attorneys, accountants, advisors, financiers, and agents who

have a need to know such information and are bound by confidentiality obligations at least as protective as those in this Section 6.03.

Section

6.04 Tax Matters.

Each

Party will be responsible for its own taxes arising from or related to the transactions contemplated by this Agreement. The Parties will

reasonably cooperate in good faith to provide customary tax forms and information reasonably necessary to effect the Assignment and the

transfer of the Transferred Stock.

ARTICLE

VII INDEMNIFICATION

Section

7.01 Indemnification by Crisp.

Subject

to the terms and conditions of this Article 7, provided that the Closing occurs, Crisp will defend, indemnify and hold harmless Partum

AG and its Affiliates and each of their respective officers, directors, employees, agents, successors, and assigns from and against any

and all losses, damages, liabilities, claims, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting

from (a) any inaccuracy or breach of any of the representations or warranties made by Crisp in this Agreement, or (b) any breach of or

non-fulfillment of any covenant or agreement made by Crisp in this Agreement.

Section

7.02 Indemnification by Partum AG.

Subject

to the terms and conditions of this Article 7, provided that the Closing occurs, Partum AG will defend, indemnify and hold harmless Crisp

and its Affiliates and each of their respective officers, directors, employees, agents, successors, and assigns from and against any

and all losses, damages, liabilities, claims, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting

from (a) any inaccuracy or breach of any of the representations or warranties made by Partum AG in this Agreement, (b) any breach of

or non-fulfillment of any covenant or agreement made by Partum AG in this Agreement, or (c) Partum AG’s exercise (or failure to

exercise) of any rights under the Loan Documents from and after the Closing Date.

Section

7.03 Survival.

The

representations, warranties, covenants, and agreements of the Parties contained in this Agreement, and the indemnification obligations

set forth in this Article 7, shall survive the Closing and continue in full force and effect until the date that is eighteen (18) months

following the Closing Date; provided that (a) the representations and warranties set forth in Section 5.01 (Mutual Organization/Authority),

Section 5.02 (Crisp’s Representations Regarding the Loan Documents) and Section 5.03 (Partum AG’s Representations Regarding

Transferred Stock) shall survive for the maximum period permitted by applicable law.

Section

7.04. Limitation on Damages. IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT

OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREIN FOR SPECIAL, GENERAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES

FOR LOST PROFITS OR LOST OPPORTUNITY, EVEN IF THE PARTY SOUGHT TO BE HELD LIABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

ARTICLE

VIII TERMINATION

Section

8.01 Termination Prior to Closing.

This

Agreement may be terminated prior to Closing:

(a) by

mutual written agreement of the Parties;

(b) by

Crisp, upon written notice to Partum AG, if any condition in Section 4.01 is not satisfied

or waived by Crisp on or before the Outside Date, provided that Crisp shall not have the

right to terminate this Agreement pursuant to this provision if the reason for the failure

of such conditions to be satisfied was the breach of this Agreement by Crisp;

Partum AG, upon written notice to Crisp, if any condition in Section 4.02 is not satisfied

or waived by Partum AG on or before the Outside Date, provided that Partum AG shall not have

the right to terminate this Agreement pursuant to this provision if the reason for the failure

of such conditions to be satisfied was the breach of this Agreement by Partum AG; or

(d) by

either Party upon written notice to the other Party if the other Party has breached any of

its agreements or covenants herein and such breach has not been cured within 5 days of written

notice thereof from the first Party to such breaching Party.

Section

8.02 Effect of Termination.

this Agreement is terminated prior to Closing, it will be void and have no effect, and the Loan Documents will remain in full force and

effect between Crisp and Nexvers; provided that Section

6.03

(Confidentiality), Article 9 (Miscellaneous), and this Section 8.02 will survive termination. Termination of this Agreement will not

relieve any Party from a willful breach hereof occurring prior to such termination.

ARTICLE

IX MISCELLANEOUS

Section

9.01 Notices.

All

notices under this Agreement must be in writing and may be delivered personally, sent by reputable overnight courier, or emailed (with

confirmation of transmission), in each case to the addresses below (or to such other address as a Party may designate by notice):

to Crisp Momentum Inc.: Address: 250 Park Avenue, 7th Floor, New York, NY 10177 Email: Attention: Ana Rita Coelho

to Partum AG: Address: Sonnhalde 17, Pfäffikon, CH 8808, Switzerland Email: Attention: Adele Klein

Any Party may change its

address for notices hereunder upon notice to each other Party in the manner for giving notices hereunder. Any notice hereunder shall

be deemed to have been given (i) upon receipt, if personally delivered, (ii) on the day after dispatch, if sent by overnight courier,

or (iii) upon dispatch, if transmitted by email with return receipt requested and received.

Section

9.02 Assignment.

Party may assign this Agreement without the prior written consent of the other Party, whether by operation of law or otherwise, and any

such assignment without such prior written consent shall be null and void and of no force or effect; provided that, notwithstanding the

foregoing, Crisp may assign this Agreement without prior written consent to any Affiliate in connection with an internal reorganization.

Section

9.03 Entire Agreement.

This

Agreement (including its Schedules) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes

all prior and contemporaneous agreements and understandings, whether written or oral, with respect to such subject matter. No presumption

in favor of or against any Party in the construction or interpretation of this Agreement or any provision hereof shall be made based

upon which Person might have drafted this Agreement or such provision.

Section

9.04 Amendment; Waiver.

Any

amendment to this Agreement must be in writing and signed by both Parties. Any waiver must be in writing and signed by the waiving Party.

Section

9.05 Governing Law; Jurisdiction; Waiver of Jury Trial; Attorneys’ Fees.

This

Agreement and any and all claims, proceedings or causes of action relating to this Agreement or arising from this Agreement or the transactions

contemplated herein, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed,

governed and enforced under and solely in accordance with the substantive and procedural laws of the State of New York, without regard

to conflict of law principles and as applied to contracts to be fully performed within the State of New York.

Each

of the Parties irrevocably consents and agrees that any legal or equitable action or proceedings arising under or in connection with

this Agreement shall be brought exclusively in the state of New York or federal courts of the United States located in New York County,

New York (the “Selected Courts”). By execution and delivery of this Agreement, each Party hereby (a)

submits to the exclusive jurisdiction of any Selected Court for the purpose of any legal action, suit, claim, investigation, hearing

or proceeding, including any audit, claim or assessment for taxes or otherwise (each, an “Action”) arising out of or relating

to this Agreement brought by any Party hereto and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise,

in any such Action, any claim that it is not subject personally to the jurisdiction of the Selected Courts, that its property is exempt

or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper,

or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Selected Court. Each Party agrees that

a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other

manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other

Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies

of such process to such Party at the applicable address set forth herein, provided that nothing herein shall affect the right of any

Party to serve legal process in any other manner permitted by law.

EACH

PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL

PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN (WHETHER BASED

ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES

THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,

IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN

INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION EACH OF THE PARTIES

ACKNOWLEDGE THAT EACH HAS BEEN REPRESENTED IN CONNECTION WITH THE SIGNING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED BY THE

RESPECTIVE PARTY AND THAT SUCH PARTY HAS DISCUSSED THE LEGAL CONSEQUENCES AND IMPORT OF THIS WAIVER WITH LEGAL COUNSEL. EACH OF THE PARTIES

FURTHER ACKNOWLEDGE THAT EACH HAS READ AND UNDERSTANDS THE MEANING OF THIS WAIVER AND GRANTS THIS WAIVER KNOWINGLY, VOLUNTARILY, WITHOUT

DURESS AND ONLY AFTER CONSIDERATION OF THE CONSEQUENCES OF THIS WAIVER WITH LEGAL COUNSEL.

the event that any Party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach

hereof, the prevailing Party shall be reimbursed by the losing Party for all costs, including reasonable attorneys’ fees, incurred

in connection therewith and in enforcing or collecting any judgment rendered therein.

Section

9.06 Counterparts; Electronic Signatures.

This

Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument.

Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal

ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been

duly and validly delivered and be valid and effective for all purposes.

Section

9.07 Severability.

any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

Section

9.08 Interpretation.

Headings

are for convenience only and do not affect interpretation. The words “include” and “including” are not limiting.

Section

9.09 No Third-Party Beneficiaries.

Other

than as specifically set forth herein, nothing in this Agreement confers any rights or remedies on any Person other than the Parties.

Section

9.10 Specific Performance.

The

Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by them

in accordance with the terms hereof or were otherwise breached and that each Party hereto shall be entitled to an injunction or injunctions,

specific performance and other equitable relief to prevent breaches of the provisions hereof and to enforce specifically the terms and

provisions hereof, without the proof of actual damages, in addition to any other remedy to which they are entitled at law or in equity.

Each Party agrees to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, and

agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that (a) the

other Party has an adequate remedy at law, or (b) an award of specific performance is not an appropriate remedy for any reason at law

or equity.

Section

9.11 Expenses.

Other

than as specifically set forth herein, each of the Parties will bear their own respective expenses, including legal, accounting and professional

fees, incurred in connection with the transactions contemplated herein.

[Signature

Page Follows]

WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

CRISP

MOMENTUM INC.

By:

/s/

Ana Rita Coelho

Name:

Ana

Rita Coelho

Title:

Interim

Chief Executive Officer

PARTUM

By:

/s/

Adele Klein

Name:

Adele

Klein

Title:

Member

of the Board

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