JEWL / Adamas One Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

EX-99.25

Delisting Determination, The Nasdaq Stock Market, LLC, March 5, 2025, Adamas One Corp.

Identification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company

EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 Identification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company Ault Lending, LLC is a wholly owned subsidiary of Ault Capital Group, Inc., which is a wholly owned subsidiary of Hyperscale Data, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 001-41560 ADAMAS ONE CORP. (Exact

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 (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 001-41560 ADAMAS ONE CORP. (Exact Na

Temporary Hardship Exemption

EXHIBIT 99.1 IN ACCORDANCE WITH THE TEMPORARY HARDSHIP EXEMPTION PROVIDED BY RULE 201 OF REGULATION S-T, THE DATE BY WHICH THE INTERACTIVE DATA FILE IS REQUIRED TO BE SUBMITTED HAS BEEN EXTENDED BY SIX BUSINESS DAYS.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 3, 2024 Adamas One Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 3, 2024 Adamas One Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 21, 2024 Adamas One Corp. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 21, 2024 Adamas One Corp.

Adamas One Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1)

Exhibit 99.1 Adamas One Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1) Scottsdale, Ariz., August 27, 2024 - Adamas One Corp. (Nasdaq: JEWL) (“Adamas One,” “Adamas” or the “Company”), The Original Lab-Grown Diamond Company™, a high-tech company that leverages proprietary technology to produce high-quality, single-crystal, Lab-Grown Diamonds for jewelry and diamond mater

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 (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 001-41560 ADAMAS ONE CORP. (Exact N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 001-41560 ADAMAS ONE CORP. (Ex

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 (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 001-41560 ADAMAS ONE CORP. (Exac

Temporary Hardship Exemption

EXHIBIT 99.1 IN ACCORDANCE WITH THE TEMPORARY HARDSHIP EXEMPTION PROVIDED BY RULE 201 OF REGULATION S-T, THE DATE BY WHICH THE INTERACTIVE DATA FILE IS REQUIRED TO BE SUBMITTED HAS BEEN EXTENDED BY SIX BUSINESS DAYS.

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 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 OR o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ADAMAS ONE CORP. (Exact Name of Registrant as Specified in its C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (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, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 13, 2024 Adamas One Corp. (Exa

false 0001884072 0001884072 2024-06-13 2024-06-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 13, 2024 Adamas One Corp.

Adamas One Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1)

Exhibit 99.1 Adamas One Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1) Scottsdale, Ariz., May 24, 2024 - Adamas One Corp. (Nasdaq: JEWL) (“Adamas One,” “Adamas” or the “Company”), The Original Lab-Grown Diamond Company™, a high-tech company that leverages proprietary technology to produce high-quality, single-crystal, Lab-Grown Diamonds for jewelry and diamond material

Current Report

false 0001884072 0001884072 2024-05-20 2024-05-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 20, 2024 Adamas One Corp.

Adamas One Receives Nasdaq Notification of Non-Compliance with Listing Rules 5250(f) and 5250(c)(1)

Exhibit 99.1 Adamas One Receives Nasdaq Notification of Non-Compliance with Listing Rules 5250(f) and 5250(c)(1) Scottsdale, Ariz., April 29, 2024 – Adamas One Corp. (Nasdaq: JEWL) (“Adamas One,” “Adamas” or the “Company”), The Original Lab-Grown Diamond Company™, a high-tech company that leverages proprietary technology to produce high-quality, single-crystal, Lab-Grown Diamonds for jewelry and d

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 23, 2024 Adamas One Corp.

Adamas One Receives Nasdaq Notification of Non-Compliance with Listing Rule 5550(a)(2)

Exhibig 99.1 Adamas One Receives Nasdaq Notification of Non-Compliance with Listing Rule 5550(a)(2) Scottsdale, Ariz., April 17, 2024 – Adamas One Corp. (Nasdaq: JEWL) (“Adamas One,” “Adamas” or the “Company”), The Original Lab-Grown Diamond Company™, a high-tech company that leverages proprietary technology to produce high-quality, single-crystal, Lab-Grown Diamonds for jewelry and diamond materi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 11, 2024 Adamas One Corp. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 11, 2024 Adamas One Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 17, 2024 ADAMAS ONE CORP. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 17, 2024 ADAMAS ONE CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 26, 2024 ADAMAS ONE CORP. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 26, 2024 ADAMAS ONE CORP.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 16, 2024 Adamas One Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response... 2.50 SEC FILE NUMBER 001-41560 CUSIP NUMBER (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2023 o T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 19, 2024 Adamas One Corp. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 19, 2024 Adamas One Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 22, 2023 ADAMAS ONE CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 22, 2023 ADAMAS ONE CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response... 2.50 SEC FILE NUMBER 001-41560 CUSIP NUMBER (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September 30, 2023 o

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 (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 001-41560 ADAMAS ONE CORP. (Exact Na

Letter from Semple, Marchal & Cooper, LLP to the Securities and Exchange Commission regarding Statements included in this Form 8-K.

Exhibit 16.1 November 3, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K to be filed on or about November 3, 2023, of Adamas One Corp. and are in agreement with the statements contained in paragraphs 2-5 on page 2 therein. We have no basis to agree or disagree with other statements of the registrant contained

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 23, 2023 Adamas One Corp. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 23, 2023 Adamas One Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 12, 2023 Adamas One Corp. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 12, 2023 Adamas One Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 29, 2023 Adamas One Corp. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 29, 2023 Adamas One Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response... 2.50 SEC FILE NUMBER 001-41560 CUSIP NUMBER (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2023 o Trans

Adamas One Corp.

Exhibit 99.1 Source: Adamas One Corp. May 31, 2023 08:30 ET Adamas One Acquires Minority Equity Stake in Artificial Intelligence Solutions Provider NexGenAI Solutions Group, Inc. Adamas to incorporate AI-driven solutions to optimize manufacturing, marketing, branding and communications related to its development of Lab-Grown Diamonds SCOTTSDALE, Ariz., May 31, 2023 (GLOBE NEWSWIRE) - Adamas One Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 30, 2023 Adamas One Corp.

Form of Exchange Agreement between the Company and NexGenAI Holding Group, Inc.

Exhibit 10.1 EXCHANGE AGREEMENT This Exchange Agreement (this “Agreement”) is dated effective as of May 30, 2023 by and between NexGenAI Holding Group, Inc. (“Parent”), and Adamas One Corp., (the “Company” or “JEWL”). Parent and JEWL are referred to collectively in the Agreement as the “Parties,” and individually as a “Party.” BACKGROUND A. Parent currently owns 100% of the outstanding shares of N

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 (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 001-41560 ADAMAS ONE CORP. (Exact N

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 10, 2023 Adamas One Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 adamasnt10q.htm ADAMAS ONE CORP. NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response... 2.50 SEC FILE NUMBER 001-41560 CUSIP NUMBER (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o

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 (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 001-41560 ADAMAS ONE CORP. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response... 2.50 SEC FILE NUMBER 001-41560 CUSIP NUMBER (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2022 o T

JEWL / Adamas One Corp / Ault Global Holdings, Inc. - AMENDMENT NO. 1 Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

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 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2022 OR o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ADAMAS ONE CORP. (Exact Name of Registrant as Specified in its C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-K 1 adamasnt10k.htm ADAMAS ONE CORP. FORM NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response... 2.50 SEC FILE NUMBER 001-41560 CUSIP NUMBER (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-

JOINT FILING AGREEMENT

EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that statements on Schedules 13G and/or 13D and Forms 3, 4 and 5 with respect to the securities of Adamas One Corp. and any amendments thereto signed by each of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promul

JEWL / Adamas One Corp / Ault Global Holdings, Inc. Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.

Adamas One Announces Closing of Initial Public Offering

Exhibit 99.1 Adamas One Announces Closing of Initial Public Offering Scottsdale, AZ December 14, 2022 ? Adamas One Corp. (NasdaqCM: JEWL) (?Adamas One? or the ?Company?), The Original Lab-Grown Diamond Company ?, a high-tech company that leverages proprietary technology to produce high-quality, single-crystal, Lab-Grown Diamonds for jewelry and diamond materials for industrial uses, today announce

Financial Statements and Exhibits, 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): December 14, 2022 Adamas One Corp. (Exact name of registrant as specified in its charter) Nevada 001-41560 83-1833607 (State or other jurisdiction of incorporation) (Commission File N

Underwriting Agreement, dated December 6, 2022, by and between Adamas One Corp. and Alexander Capital, L.P.

EX-1.1 2 ex1-1.htm UNDERWRITING AGREEMENT, DATED DECEMBER 6, 2022, BY AND BETWEEN ADAMAS ONE CORP. AND ALEXANDER CAPITAL, L.P. Exhibit 1.1 UNDERWRITING AGREEMENT between ADAMAS ONE CORP. (the “Company”) and ALEXANDER CAPITAL, L.P. (the “Representative”) ADAMAS ONE CORP. UNDERWRITING AGREEMENT December 6, 2022 Alexander Capital, L.P. 17 State Street New York, New York 10004 Ladies and Gentlemen: Th

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, 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): December 6, 2022 Adamas One Corp. (Exact name of registrant as specified in its charter) Nevada 001-41560 83-1833607 (State or other jurisdiction of incorporation) (Commission File Nu

Adamas One Announces Pricing of Initial Public Offering

Exhibit 99.1 Adamas One Announces Pricing of Initial Public Offering Scottsdale, AZ December 9, 2022 ? Adamas One Corp. (NasdaqCM: JEWL) (?Adamas One? or the ?Company?), The Original Lab-Grown Diamond Company ?, a high-tech company that leverages proprietary technology to produce high-quality, single-crystal, Lab-Grown Diamonds for jewelry and diamond materials for industrial uses, today announced

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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): December 6, 2022 Adamas One Corp. (Exact name of registrant as specified in its charter) Nevada 001-41560 83-1833607 (State or other jurisdiction of incorporation) (Commission File Nu

6,911,495 Shares Common Stock

Filed pursuant to Rule 424(b)(4) Registration No. 333-265344 6,911,495 Shares Common Stock This is an initial public offering of shares of common stock of Adamas One Corp. We are offering 2,450,000 shares of our common stock, $0.001 par value per share. The selling stockholders identified in this prospectus are offering an additional 4,461,495 shares of our common stock. The common stock offered b

Amended and Restated Bylaws of Adamas One Corp.

EX-3.2 3 jewlex3-2.htm AMENDED AND RESTATED BYLAWS OF ADAMAS ONE CORP. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ADAMAS ONE CORP., a Nevada corporation (Effective as of November 18, 2022) ARTICLE I OFFICES Section 1.1 Principal Office. The principal office and place of business of Adamas One Corp., a Nevada corporation (the “Corporation”), shall be at such location within or without the State of

Amended and Restated Articles of Incorporation of Adamas One Corp.

EX-3.1 2 jewlex3-1.htm AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ADAMAS ONE CORP. Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ADAMAS ONE CORP., a Nevada corporation ARTICLE I NAME The name of the corporation is Adamas One Corp., a Nevada corporation (the “Corporation”). ARTICLE II REGISTERED AGENT AND REGISTERED OFFICE The address of the Corporation’s registered office in

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, 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): November 18, 2022 Adamas One Corp. (Exact name of registrant as specified in its charter) Nevada 001-41560 83-1833607 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ADAMAS ONE CORP. (Exact name of registrant as s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ADAMAS ONE CORP. (Exact name of registrant as specified in its charter) Nevada 83-1833607 (State of incorporation or organization) (I.R.S. Employer Identification No.) 17767 N. Perimeter Dr., Ste B

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CORRESP 1 filename1.htm Katherine A. Beck Tel 602.445.8349 Fax 602.445.8729 Email: [email protected] November 14, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F. Street, NE Washington, D.C. 20549 Attention: Thomas Jones / Geoff Kruczek, Legal Charles Eastman / Andrew Blume, Accounting Re: Adamas One Corp. Amendment No. 4 to Regist

Master Service Agreement (Pre-IPO), dated July 30, 2019, by and between the Registrant and Legend Consulting, LLC

Exhibit 10.33 MASTER SERVICE AGREEMENT (Pre-IPO) THIS MASTER SERVICE AGREEMENT is made and entered into as of this July 30th, 2019 (the ?Effective Date?), by and between Legend Consulting LLC a Nevada Limited Liability Company with an address at (hereinafter, ?Consultant?) and Adamas One Corp., a Nevada corporation having offices at 411 University Ridge, Suite 110, Greenville, SC 29601 (herein aft

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CORRESP 1 filename1.htm Katherine A. Beck Tel 602.445.8349 Fax 602.445.8729 Email: [email protected] November 9, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F. Street, NE Washington, D.C. 20549 Attention: Thomas Jones / Geoff Kruczek, Legal Charles Eastman / Andrew Blume, Accounting Re: Adamas One Corp. Amendment No. 3 to Registr

17 State Street, 5th Floor New York, New York 10004 November 10, 2022

17 State Street, 5th Floor New York, New York 10004 November 10, 2022 VIA EDGAR CORRESPONDENCE U.

Waiver of Interest on Unpaid Accrued Compensation, dated as of October 1, 2021, by John Grdina

Exhibit 10.2(a) Waiver of Interest on Unpaid Accrued Compensation I, John Grdina, (?Employee?), hereby agree to the waiver of any and all accrued interest under Section 5(g) of my Executive Employment Agreement with Adamas One Corp. (?Employer?), and Employee hereby irrevocably waives any and all claims, demands, suits, actions, causes of action and rights whatsoever at law or in equity, now exist

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) ADAMAS ONE CORP. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock, par

Waiver of Interest on Unpaid Accrued Compensation, dated as of October 1, 2021, by Steven Staehr

Exhibit 10.3(a) Waiver of Interest on Unpaid Accrued Compensation I, Steven Staehr ("Employee"), hereby agree to the waiver of any and all accrued interest under Section 5(f) of my Executive Employment Agreement with Adamas One Corp. ("Employer"), and Employee hereby irrevocably waives any and all claims, demands, suits, actions, causes of action and rights whatsoever at law or in equity, now exis

Client Services Agreement, dated as of March 9, 2021, by and between the Registrant and Legend Consulting, LLC

Exhibit 10.34 CLIENT SERVICES AGREEMENT THIS AGREEMENT (the ?Agreement?) is made and entered into this 9th day of March, 2021, between LEGEND CONSULTING, LLC, a Nevada Limited Liability Company, with an address at , (hereinafter referred to as ?LEGEND?); and ADAMAS ONE CORP., a Nevada corporation, validly incorporated pursuant to the provisions of the Nevada Revised Statutes, located at 411 Univer

Adamas One Corp. 17767 N. Perimeter Dr., Ste B115 Scottsdale, Arizona 85255 November 10, 2022

Adamas One Corp. 17767 N. Perimeter Dr., Ste B115 Scottsdale, Arizona 85255 November 10, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, DC 20549 Attention: Thomas Jones Re: Adamas One Corp. Registration Statement on Form S-1 File No. 333-265344 Ladies and Gentlemen: In accordance with Rule 461 under the

Complete Waiver of Compensation Upon Termination, dated as of November 8, 2022, by John Grdina

Exhibit 10.2(b) Complete Waiver of Compensation Upon Termination I, John Grdina, (?Employee?), as of November 08, 2022, hereby agree to waive and terminate the shares of Adamas One stock and compensation due under Section 9(d) of my Executive Employment Agreement with Adamas One Corp. (?Employer?) as follows: Compensation upon Termination. In the event that the Company terminates the Executive?s e

Consulting Agreement, dated as of September 17, 2019, by and between the Registrant and Safeguard Property Holdings, LLC

Exhibit 10.31 CONSULTING AGREEMENT This CONSULTING AGREEMENT (the ?Agreement?) is entered into as of September 17, 2019, (the ?Effective Date?) by and between Safeguard Property Holdings, LLC, (hereinafter be referred to as ?Consultant?), and ADAMAS ONE CORP., a Nevada corporation with offices at 411 University Ridge, Suite 110, Greenville, SC 29601, and its subsidiaries and assigns (collectively

As filed with the U.S. Securities and Exchange Commission on November 9, 2022.

S-1/A 1 form-s1.htm ADAMAS ONE CORP. FORM S-1/A, AMENDMENT NO. 4 As filed with the U.S. Securities and Exchange Commission on November 9, 2022. Registration No. 333-265344 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ADAMAS ONE CORP. (Exact name of registrant as specified in its charter)

Master Service Agreement (Pre-IPO), dated September 17, 2019, by and between the Registrant and Terry Dean

Exhibit 10.35 MASTER SERVICE AGREEMENT (Pre-IPO) THIS MASTER SERVICE AGREEMENT is made and entered into as of this 17th day of September, 2019 (the ?Effective Date?), by and between Terry Dean, an individual with an address at (hereinafter, ?Consultant?) and Adamas One Corp., a Nevada corporation having offices at 411 University Ridge, Suite 110, Greenville, SC 29601 (herein after ?Company?). WHER

Complete Waiver of Compensation Upon Termination, dated as of November 8, 2022, by Steven Staehr

Exhibit 10.3(b) Complete Waiver of Compensation Upon Termination I, Steven Staehr, (?Employee?), as of November 08, 2022, hereby agree to waive and terminate the shares of Adamas One stock and compensation due under Section 9(d) of my Executive Employment Agreement with Adamas One Corp. (?Employer?) as follows: Compensation upon Termination. In the event that the Company terminates the Executive?s

Consulting Services Agreement, dated as of October 5, 2018, by and between the Registrant and White Bear Group, LLC

Exhibit 10.32 CONSULTING SERVICES AGREEMENT THIS AGREEMENT (the ?Agreement?) is made and entered into this 5th day of October, 2018, between White Bear Group, LLC, a Wyoming corporation, with offices at , (hereinafter referred to as ?Consultant?); and ADAMAS ONE CORP., a Nevada corporation, validly incorporated pursuant to the provisions of the Nevada Revised Statutes, located at 411 University Ri

Partial Waiver of Compensation Upon Termination, dated as of November 2, 2022, by John Grdina

Exhibit 10.2(a) Partial Waiver of Compensation Upon Termination I, John Grdina, (?Employee?), as of November 02, 2022, hereby agree to waive and terminate 416,667 common shares of Adamas One Corp. stock out of the 1,000,000 common shares of Adamas One stock due under Section 9(d) of my Executive Employment Agreement with Adamas One Corp. (?Employer?), if and when I am terminated by the Employer. E

As filed with the U.S. Securities and Exchange Commission on November 3, 2022.

As filed with the U.S. Securities and Exchange Commission on November 3, 2022. Registration No. 333-265344 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ADAMAS ONE CORP. (Exact name of registrant as specified in its charter) Nevada 3915 83-1833607 (State or other jurisdiction of incorporat

Partial Waiver of Compensation Upon Termination, dated as of November 2, 2022, by Steven Staehr

Exhibit 10.3(a) Partial Waiver of Compensation Upon Termination I, Steven Staehr, (?Employee?), as of November 02, 2022, hereby agree to waive and terminate 83,333 common shares of Adamas One Corp. stock out of the 200,000 common shares of Adamas One stock, due under Section 9(d) of my Executive Employment Agreement with Adamas One Corp. (?Employer?), if and when I am terminated by the Employer. E

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CORRESP 1 filename1.htm Katherine A. Beck Tel 602.445.8349 Fax 602.445.8729 Email: [email protected] November 3, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F. Street, NE Washington, D.C. 20549 Attention: Thomas Jones / Geoff Kruczek, Legal Charles Eastman / Andrew Blume, Accounting Re: Adamas One Corp. Amendment No. 2 to Registr

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) ADAMAS ONE CORP. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock, par

Amendment to Side Letters and Extension Agreements, dated as of August 23, 2022, by and between the Registrant and Target Capital 3 LLC

Exhibit 10.9(u) AMENDMENT TO SIDE LETTERS AND EXTENSION AGREEMENTS This AMENDMENT TO SIDE LETTERS AND EXTENSION AGREEMENTS (this “Agreement”) is dated as of August 23, 2022 by and between ADAMAS ONE CORP., a Nevada corporation (the “Company”), and the undersigned investor (the “Investor”). Each of the Company and the Investor are a “Party” to this Agreement, and one or more of them, as the context

Form of Amendment to Extension Agreements, dated as of August 23, 2022, by and between the Registrant and certain noteholders

Exhibit 10.9(t) AMENDMENT TO EXTENSION AGREEMENTS This AMENDMENT TO EXTENSION AGREEMENTS (this “Agreement”) is dated as of August 23, 2022 by and between ADAMAS ONE CORP., a Nevada corporation (the “Company”), and the undersigned investor (the “Investor”). Each of the Company and the Investor are a “Party” to this Agreement, and one or more of them, as the context shall require, are the “Parties”

As filed with the U.S. Securities and Exchange Commission on October 18, 2022.

As filed with the U.S. Securities and Exchange Commission on October 18, 2022. Registration No. 333-265344 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ADAMAS ONE CORP. (Exact name of registrant as specified in its charter) Nevada 3915 83-1833607 (State or other jurisdiction of incorporat

Amendment to Consulting Agreement and Side Letters, dated as of August 23, 2022, by and between the Registrant and Alchemy Advisory LLC

Exhibit 10.20(f) AMENDMENT TO CONSULTING AGREEMENT AND SIDE LETTERS This AMENDMENT TO CONSULTING AGREEMENT AND SIDE LETTERS (this “Agreement”) is dated as of August 23, 2022 by and between ADAMAS ONE CORP., a Nevada corporation (the “Company”), and the undersigned consultant (the “Consultant”). Each of the Company and the Consultant are a “Party” to this Agreement, and one or more of them, as the

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CORRESP 1 filename1.htm Katherine A. Beck Tel 602.445.8349 Fax 602.445.8729 Email: [email protected] October 18, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F. Street, NE Washington, D.C. 20549 Attention: Thomas Jones / Geoff Kruczek, Legal Charles Eastman / Andrew Blume, Accounting Re: Adamas One Corp. Amendment No. 1 to Registr

Second Amendment to Consulting Agreement, dated as of April 25, 2022, by and between the Registrant and Alchemy Advisory LLC

Exhibit 10.20(b) SECOND AMENDMENT TO CONSULTING AGREEMENT This Second Amendment to the Consulting Agreement dated June 3, 2021 and amended on March 30, 2022 (the ?Amendment?) is made and entered into as of April 25, 2022 and shall be effective as of April 25, 2022, by and between Alchemy Advisory LLC, a Limited Liability Company organized under the laws of Puerto Rico (the ?Consultant?) and locate

Senior Secured Convertible Promissory Note, dated as of August 23, 2022, by the Registrant in favor of Digital Power Lending, LLC

Exhibit 10.25 SENIOR SECURED CONVERTIBLE PROMISSORY NOTE NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY 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 O

Form of Extension Agreement, dated May 17, 2022, by and between the Registrant and certain noteholders

Exhibit 10.9(a) FORM OF EXTENSION AGREEMENT This EXTENSION AGREEMENT (this ?Agreement?) dated as of May 17, 2022 by and between ADAMAS ONE CORP., a Nevada corporation (?Company?) and , an individual (?Investor?). Each of the Company and the Investor are a ?Party? to this Agreement, and one or more of them, as the context shall require, are the ?Parties? hereto. RECITALS: WHEREAS, the Company has e

Second Allonge to Senior Secured Convertible Promissory Note executed by the Registrant in favor of Target Capital 3 LLC

Exhibit 10.9(p) SECOND ALLONGE TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This SECOND ALLONGE to those certain Senior Secured Convertible Promissory Notes signed on June 1, 2021 and on June 3, 2021, in the total principal amount of Two Million One Hundred Thousand Dollars and Zero Cents ($2,100,000.00) (?Note?) from ADAMAS ONE CORP., a Nevada corporation (?Company?) to Target Capital 3 LLC, an

Extension Agreement, dated July 31, 2022, by and between the Registrant and Glenn Preslier

Exhibit 10.30(a) EXTENSION AGREEMENT This EXTENSION AGREEMENT (this ?Agreement?) dated as of July 31, 2022 by and between ADAMAS ONE CORP., a Nevada corporation (?Company?) and Glenn Preslier, an individual (?Investor?). Each of the Company and the Investor are a ?Party? to this Agreement, and one or more of them, as the context shall require, are the ?Parties? hereto. RECITALS: WHEREAS, the Compa

Fourth Allonge to Senior Secured Convertible Promissory Note executed by the Registrant in favor of Target Capital 3 LLC

Exhibit 10.9(r) FOURTH ALLONGE TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This FOURTH ALLONGE to those certain Senior Secured Convertible Promissory Notes signed on June 1, 2021 and on June 3, 2021, in the total principal amount of Two Million One Hundred Thousand Dollars and Zero Cents ($2,100,000.00) (?Note?) from ADAMAS ONE CORP., a Nevada corporation (?Company?) to Target Capital 3 LLC, an

Amendment to Side Letter, dated March 30, 2022, by and between the Registrant and Target Capital 3 LLC

EX-10.9(J) 17 jewl-ex109j.htm AMENDMENT TO SIDE LETTER, DATED MARCH 30, 2022, BY AND BETWEEN THE REGISTRANT AND TARGET CAPITAL 3 LLC Exhibit 10.9(j) ADAMAS ONE CORP. 411 University Ridge, Suite 110 Greenville, South Carolina 29601 CONFIDENTIAL March 30, 2022 Target Capital 3 LLC Re: Issuance of Additional Shares Dear Mr. Shapiro: This letter (this “Amendment”) amends the side letter agreements exe

Senior Secured Convertible Note Purchase Agreement, dated as of August 23, 2022, by and between the Registrant and Digital Power Lending, LLC

EX-10.24 42 jewl-ex1024.htm SENIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT, DATED AS OF AUGUST 23, 2022, BY AND BETWEEN THE REGISTRANT AND DIGITAL POWER LENDING, LLC Exhibit 10.24 ADAMAS ONE CORP. SENIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT August 23, 2022 Adamas Convertible Note Purchase Agreement ADAMAS ONE CORP. SENIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT This Senior Secured C

Subordinated Note Purchase Agreement, dated July 12, 2022, by and between the Registrant and 108 Sussex, LLC

Exhibit 10.22 ADAMAS ONE CORP. SUBORDINATED NOTE PURCHASE AGREEMENT July 12, 2022 Adamas Note Purchase Agreement ADAMAS ONE CORP. SUBORDINATED NOTE PURCHASE AGREEMENT This Note Purchase Agreement (the ?Agreement?) is made as of the 12th day of July, 2022 by and between Adamas One Corp., a Nevada corporation (the ?Company?) and the Subscribers (each the ?Subscriber?). RECITALS WHEREAS, the Company

Business Development and Consulting Agreement, effective as of August 1, 2020, by and between the Registrant and Spartan Investments, LLC

Exhibit 10.19 BUSINESS DEVELOPMENT AND CONSULTING AGREEMENT This Contract of Engagement dated and effective as of August 01, 2020, by and between Spartan Investments, LLC, (hereinafter referred to as The Consultant) and Adamas One Corp. (hereinafter referred to as The Client). Collectively, each of the foregoing are referred to hereinafter as the ?Parties? and individually as a ?Party?. RECITALS A

Amendment to Side Letter, dated May 16, 2022, by and between the Registrant and Target Capital 3 LLC

Exhibit 10.9(l) ADAMAS ONE CORP. 411 University Ridge, Suite 110 Greenville, South Carolina 29601 CONFIDENTIAL May 16, 2022 Target Capital 3 LLC Re: Issuance of Additional Shares Dear Mr. Shapiro: This letter (this ?Amendment?) amends the side letter agreements executed on May 24, 2021, June 3, 2021, March 30, 2022 and April 25, 2022 (?Side Letters?) between ADAMAS ONE CORP., a Nevada corporation

Allonge to Senior Secured Convertible Promissory Note executed by the Registrant in favor of Target Capital 3 LLC

Exhibit 10.9(o) ALLONGE TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This ALLONGE to those certain Senior Secured Convertible Promissory Notes signed on June 1, 2021 and on June 3, 2021, in the total principal amount of Two Million One Hundred Thousand Dollars and Zero Cents ($2,100,000.00) (?Note?) from ADAMAS ONE CORP., a Nevada corporation (?Company?) to Target Capital 3 LLC, an Arizona limite

Side Letter, dated June 3, 2021, by and between the Registrant and Target Capital 3 LLC

Exhibit 10.9(d) ADAMAS ONE CORP. 411 University Ridge, Suite 110 Greenville, South Carolina 29601 CONFIDENTIAL June 03, 2021 Target Capital 3 LLC Re: Issuance of Additional Shares Dear Sir or Madam: This letter agreement (this ?Letter Agreement?) confirms the agreement between ADAMAS ONE CORP., a Nevada corporation (the ?Company?), and Target Capital 3 LLC, a Arizona limited liability company (the

Form of Promissory Note by and between the Registrant and certain entities controlled by John Grdina

EX-10.5 5 jewl-ex105.htm FORM OF PROMISSORY NOTE BY AND BETWEEN THE REGISTRANT AND CERTAIN ENTITIES CONTROLLED BY JOHN GRDINA Exhibit 10.5 Promissory Note as of FOR VALUE RECEIVED, Adamas One Corp, a Nevada corporation, with offices at 411 University Ridge, Suite 110, Greenville, SC 29601 (herein “Borrower”), hereby promises to pay to the order of (herein “Lender”), without offset, in immediately

Convertible Promissory Note, dated March 1, 2022, by the Registrant in favor of Glenn Preslier

Exhibit 10.30 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

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CORRESP 1 filename1.htm Katherine A. Beck Tel 602.445.8349 Fax 602.445.8729 Email: [email protected] September 14, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F. Street, NE Washington, D.C. 20549 Attention: Thomas Jones / Geoff Kruczek, Legal Charles Eastman / Andrew Blume, Accounting Re: Adamas One Corp. Registration Statement o

Form of Securities Purchase Agreement

Exhibit 10.29 FORM OF SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as , by and among Adamas One Corp., a Nevada corporation, with headquarters located at 101545 N. Tatum Road, Phoenix, Arizona 85028 (the ?Company?) and the investors listed on the Schedule of Buyers attached hereto (each individually, a ?Buyer,? and collectively the ?Buyers?). WHEREAS: A

Security Agreement, dated as of August 23, 2022, by and among the Registrant, John G. Grdina, and Digital Power Lending, LLC

Exhibit 10.28 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of August 23, 2022 (this ?Agreement?), is among Adamas One Corp., a Nevada corporation (the ?Company?), John G. Grdina (the ?Guarantor? and together jointly and severally with the Company, the ?Debtor?) and the holder(s) of the Company?s eight percent (8%) Senior Secured Convertible Promissory Note, due August 23, 2023, in the orig

Subordinated Promissory Note, dated July 12, 2022, executed by the Registrant in favor of 108 Sussex, LLC

Exhibit 10.23 SUBORDINATED PROMISSORY NOTE Original Issue Date: July 12, 2022 Original Principal Amount: $750,000 Maturity Date: Earlier of 30 days or IPO Original Issue Date: July 12, 2022 ADAMAS ONE CORP. PROMISSORY NOTE THIS SUBORDINATED PROMISSORY NOTE (this ?Note?) is one of a series of duly authorized and validly issued Subordinated Promissory Note(s) of up to $750,000 in the aggregate, of A

Promissory Note Extension and Modification by and between the Registrant and Lucy Z, LLC

Exhibit 10.10(a) Promissory Note Extension and Modification Lucy Z, LLC- Original $250,000.00 dated December 22, 2021 FOR VALUE RECEIVED, Adamas One Corp. (?Borrower?) herein and Lucy Z, LLC (?Lender?) herein with all addresses, notifications and provisions as contained in the executed Original $250,000.00 Promissory Note dated December 22, 2021, hereby agrees to the extension of that instrument a

Form of Underwriter’s Warrant

Exhibit 10.16 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE COMMENCEMENT

Form of Senior Secured Convertible Note Purchase Agreement

EX-10.18 31 jewl-ex1018.htm FORM OF SENIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT Exhibit 10.18 ADAMAS ONE CORP. FORM OF SENIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT , 2021 Adamas Convertible Note Purchase Agreement ADAMAS ONE CORP. SENIOR SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT This Senior Secured Convertible Note Purchase Agreement (the “Agreement”) is made as of the day of , 2021

Consulting Agreement, dated as of June 3, 2021, by and between the Registrant and Alchemy Advisory LLC

Exhibit 10.20 CONSULTING AGREEMENT This Consulting Agreement (the ?Agreement?) is entered into as of this 3rd day of June, 2021 (the ?Effective Date?), by and between Alchemy Advisory LLC, a Limited Liability Company organized under the laws of Puerto Rico (the ?Consultant?) and located at and Adamas One Corp., a Nevada corporation (the ?Company?) and having its principal place of business at 411

Fourth Amendment to Consulting Agreement, dated as of June 17, 2022, by and between the Registrant and Alchemy Advisory LLC

Exhibit 10.20(d) FOURTH AMENDMENT TO CONSULTING AGREEMENT This Fourth Amendment to the Consulting Agreement dated June 3, 2021 and amended on March 30, 2022, April 25, 2022, and May 16, 2022 (the ?Amendment?) is made and entered into as of June 17, 2022 and shall be effective as of June 15, 2022, by and between Alchemy Advisory LLC, a Limited Liability Company organized under the laws of Puerto Ri

Fifth Extension Agreement, dated July 19, 2022, by and between the Registrant and Target Capital 3 LLC

Exhibit 10.9(i) FIFTH EXTENSION AGREEMENT This FIFTH EXTENSION AGREEMENT (this ?Agreement?) dated as of July 19, 2022, and effective as of July 16, 2022 by and between ADAMAS ONE CORP., a Nevada corporation (?Company?) and Target Capital 3 LLC, an Arizona limited liability company (?Investor?). Each of the Company and the Investor are a ?Party? to this Agreement, and one or more of them, as the co

Amendment to Side Letter, dated July 19, 2022, by and between the Registrant and Target Capital 3 LLC

Exhibit 10.9(n) ADAMAS ONE CORP. 411 University Ridge, Suite 110 Greenville, South Carolina 29601 CONFIDENTIAL July 19, 2022 Target Capital 3 LLC Re: Issuance of Additional Shares Dear Mr. Shapiro: This letter (this ?Amendment?) amends the side letter agreements executed on May 24, 2021, June 3, 2021, March 30, 2022, April 25, 2022, May 16, 2022 and June 17, 2022 (?Side Letters?) between ADAMAS ON

Filing Fee Table

EX-FILING FEES 51 jewl-ex107.htm FILING FEE TABLE Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) ADAMAS ONE CORP. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registra

Series A Preferred Stock Purchase Agreement Termination Letter, dated June 30, 2022, executed by the Registrant

Exhibit 10.21 June 30, 2022 Saumen Chakraborty Sumeru Global Digital Technology Fund, LP VIA EMAIL Dear Mr. Chakraborty: I am writing this letter regarding the Series A Preferred Stock Purchase Agreement dated March 03, 2022 (the ?Agreement?) by and between Sumeru Global Digital Technology Fund, LP (?Sumeru?) and Adamas One Corp. (?Adamas?), pursuant to which Sumeru agreed to purchase Series A Con

Fifth Amendment to Consulting Agreement, dated as of July 19, 2022, by and between the Registrant and Alchemy Advisory LLC

Exhibit 10.20(e) FIFTH AMENDMENT TO CONSULTING AGREEMENT This Fifth Amendment to the Consulting Agreement dated June 3, 2021 and amended on March 30, 2022, April 25, 2022, May 16, 2022 and June 17, 2022 (the ?Amendment?) is made and entered into as of July 19, 2022 and shall be effective as of July 16, 2022, by and between Alchemy Advisory LLC, a Limited Liability Company organized under the laws

Form of Revolving Promissory Note, dated as of September 1, 2022, by the Registrant in favor of certain entities controlled by John Grdina

Exhibit 10.17 FORM OF REVOLVING PROMISSORY NOTE U.S. $[?] September 1, 2022 FOR VALUE RECEIVED, Adamas One Corp., a Nevada corporation (?Borrower?), hereby promises to pay to the order of [?] (?Lender?), at such location and in such manner as Lender shall designate, the principal amount of $[?] or so much thereof as Lender may advance to or for the benefit of Borrower, in accordance with the follo

Fourth Extension Agreement, dated June 17, 2022, by and between the Registrant and Target Capital 3 LLC

Exhibit 10.9(h) FOURTH EXTENSION AGREEMENT This FOURTH EXTENSION AGREEMENT (this ?Agreement?) dated as of June 17, 2022, and effective as of June 15, 2022 by and between ADAMAS ONE CORP., a Nevada corporation (?Company?) and Target Capital 3 LLC, an Arizona limited liability company (?Investor?). Each of the Company and the Investor are a ?Party? to this Agreement, and one or more of them, as the

Amendment to Consulting Agreement, dated as of March 30, 2022, by and between the Registrant and Alchemy Advisory LLC

EX-10.20(A) 34 jewl-ex1020a.htm AMENDMENT TO CONSULTING AGREEMENT, DATED AS OF MARCH 30, 2022, BY AND BETWEEN THE REGISTRANT AND ALCHEMY ADVISORY LLC Exhibit 10.20(a) AMENDMENT TO CONSULTING AGREEMENT This Amendment to the Consulting Agreement dated June 3, 2021 (the “Amendment”) is made and entered into as of March 30, 2022 and shall be effective as of December 1, 2021, by and between Alchemy Adv

Extension Agreement, dated March 30, 2022, by and between the Registrant and Target Capital 3 LLC

Exhibit 10.9(e) EXTENSION AGREEMENT This EXTENSION AGREEMENT (this ?Agreement?) dated as of March 30, 2022 by and between ADAMAS ONE CORP., a Nevada corporation (?Company?) and Target Capital 3 LLC, an Arizona limited liability company (?Investor?). Each of the Company and the Investor are a ?Party? to this Agreement, and one or more of them, as the context shall require, are the ?Parties? hereto.

Form of Convertible Promissory Note

Exhibit 10.7 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

Side Letter, dated May 24, 2021, by and between the Registrant and Target Capital 3 LLC

Exhibit 10.9(c) ADAMAS ONE CORP. 411 University Ridge, Suite 110 Greenville, South Carolina 29601 CONFIDENTIAL May 24, 2021 Target Capital 3 LLC Re: Issuance of Additional Shares Dear Sir or Madam: This letter agreement (this ?Letter Agreement?) confirms the agreement between ADAMAS ONE CORP., a Nevada corporation (the ?Company?), and Target Capital 3 LLC, an Arizona limited liability company (the

Third Extension Agreement, dated May 16, 2022, by and between the Registrant and Target Capital 3 LLC

Exhibit 10.9(g) THIRD EXTENSION AGREEMENT This THIRD EXTENSION AGREEMENT (this ?Agreement?) dated as of May 16, 2022 by and between ADAMAS ONE CORP., a Nevada corporation (?Company?) and Target Capital 3 LLC, an Arizona limited liability company (?Investor?). Each of the Company and the Investor are a ?Party? to this Agreement, and one or more of them, as the context shall require, are the ?Partie

Third Amendment to Consulting Agreement, dated as of May 16, 2022, by and between the Registrant and Alchemy Advisory LLC

Exhibit 10.20(c) THIRD AMENDMENT TO CONSULTING AGREEMENT This Third Amendment to the Consulting Agreement dated June 3, 2021 and amended on March 30, 2022 (the ?Amendment?) is made and entered into as of May 16, 2022 and shall be effective as of May 15, 2022, by and between Alchemy Advisory LLC, a Limited Liability Company organized under the laws of Puerto Rico (the ?Consultant?) and located at ,

Registration Rights Agreement, dated as of August 23, 2022, by and between the Registrant and Digital Power Lending, LLC

Exhibit 10.27 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made as of August 23, 2022 among Adamas One Corp., a Nevada corporation (the ?Company?), each of the investors listed on the signature pages hereto under the caption ?Investors? (collectively, the ?Investors?). Except as otherwise specified herein or in the Purchase Agreement (defined below), all c

Form of Extension Agreement, dated July 1, 2022, by and between the Registrant and certain noteholders

EX-10.9(B) 9 jewl-ex109b.htm FORM OF EXTENSION AGREEMENT, DATED JULY 1, 2022, BY AND BETWEEN THE REGISTRANT AND CERTAIN NOTEHOLDERS Exhibit 10.9(b) FORM OF EXTENSION AGREEMENT This EXTENSION AGREEMENT (this “Agreement”) dated as of July 01, 2022 by and between ADAMAS ONE CORP., a Nevada corporation (“Company”) and , an individual (“Investor”). Each of the Company and the Investor are a “Party” to

Form of Convertible Term Note

Exhibit 10.6 THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD. OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICAB

Promissory Note Second Extension and Modification by and between the Registrant and Lucy Z, LLC

Exhibit 10.10(b) Promissory Note Second Extension and Modification Lucy Z, LLC- Original $250,000.00 dated December 22, 2021 FOR VALUE RECEIVED, Adamas One Corp. (?Borrower?) herein and Lucy Z, LLC (?Lender?) herein with all addresses, notifications and provisions as contained in the executed Original $250,000.00 Promissory Note dated December 22, 2021, and a first extension until June 30, 2022, h

Amendment to Side Letter, dated April 25, 2022, by and between the Registrant and Target Capital 3 LLC

Exhibit 10.9(k) ADAMAS ONE CORP. 411 University Ridge, Suite 110 Greenville, South Carolina 29601 CONFIDENTIAL April 25, 2022 Target Capital 3 LLC Re: Issuance of Additional Shares Dear Mr. Shapiro: This letter (this ?Amendment?) amends the side letter agreements executed on May 24, 2021, June 3, 2021 and March 30, 2022 (?Side Letters?) between ADAMAS ONE CORP., a Nevada corporation (the ?Company?

Fifth Allonge to Senior Secured Convertible Promissory Note executed by the Registrant in favor of Target Capital 3 LLC

Exhibit 10.9(s) FIFTH ALLONGE TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This FIFTH ALLONGE to those certain Senior Secured Convertible Promissory Notes signed on June 1, 2021 and on June 3, 2021, in the total principal amount of Two Million One Hundred Thousand Dollars and Zero Cents ($2,100,000.00) (?Note?) from ADAMAS ONE CORP., a Nevada corporation (?Company?) to Target Capital 3 LLC, an Ar

Second Extension Agreement, dated April 25, 2022, by and between the Registrant and Target Capital 3 LLC

Exhibit 10.9(f) SECOND EXTENSION AGREEMENT This SECOND EXTENSION AGREEMENT (this ?Agreement?) dated as of April 25, 2022 by and between ADAMAS ONE CORP., a Nevada corporation (?Company?) and Target Capital 3 LLC, an Arizona limited liability company (?Investor?). Each of the Company and the Investor are a ?Party? to this Agreement, and one or more of them, as the context shall require, are the ?Pa

Amendment to Side Letter, dated June 17, 2022, by and between the Registrant and Target Capital 3 LLC

Exhibit 10.9(m) ADAMAS ONE CORP. 411 University Ridge, Suite 110 Greenville, South Carolina 29601 CONFIDENTIAL June 17, 2022 Target Capital 3 LLC Re: Issuance of Additional Shares Dear Mr. Shapiro: This letter (this ?Amendment?) amends the side letter agreements executed on May 24, 2021, June 3, 2021, March 30, 2022, April 25, 2022 and May 16, 2022 (?Side Letters?) between ADAMAS ONE CORP., a Neva

Third Allonge to Senior Secured Convertible Promissory Note executed by the Registrant in favor of Target Capital 3 LLC

Exhibit 10.9(q) THIRD ALLONGE TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTE This THIRD ALLONGE to those certain Senior Secured Convertible Promissory Notes signed on June 1, 2021 and on June 3, 2021, in the total principal amount of Two Million One Hundred Thousand Dollars and Zero Cents ($2,100,000.00) (?Note?) from ADAMAS ONE CORP., a Nevada corporation (?Company?) to Target Capital 3 LLC, an Ar

Specimen Common Stock Certificate

Exhibit 4.1 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM TEN ENT JT TEN - - - as tenants in common as tenants by the entireties as joint tenants with the right of survivorship and not as tenants in common UNIF GIFT MIN ACT ?????? Custodian ??

Common Stock Warrant, dated as of August 23, 2022, issued to Digital Power Lending, LLC

Exhibit 10.26 THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH WARRANT AND SHARES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUN

Form of Underwriting Agreement

EX-1.1 2 jewl-ex11.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 UNDERWRITING AGREEMENT between ADAMAS ONE CORP. (the “Company”) and ALEXANDER CAPITAL, L.P. (the “Representative”) 1 ADAMAS ONE CORP. UNDERWRITING AGREEMENT , 2022 Alexander Capital, L.P. 17 State Street New York, New York 10004 Ladies and Gentlemen: The undersigned, ADAMAS ONE CORP., a corporation formed under the laws of the State

As filed with the U.S. Securities and Exchange Commission on September 14, 2022.

As filed with the U.S. Securities and Exchange Commission on September 14, 2022. Registration No. 333-265344 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ADAMAS ONE CORP. (Exact name of registrant as specified in its charter) Nevada 3915 83-1833607 (State or other jurisdiction of incorpor

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Katherine A. Beck Tel 602.445.8349 Fax 602.445.8729 Email: [email protected] May 31, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F. Street, NE Washington, D.C. 20549 Attention: Thomas Jones / Geoff Kruczek, Legal Charles Eastman / Andrew Blume, Accounting Re: Adamas One Corp. Amendment No. 2 to Draft Registration Statement on For

Right of First Refusal and Co-Sale Agreement, dated as of March 3, 2022, by and among the Registrant, the Investors, and the Key Holder

Exhibit 4.8 RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this ?Agreement?), is made as of March 03, 2022 by and among ADAMAS ONE CORP., a Nevada corporation (the ?Company?), the Investors (as defined below) listed on Schedule A and the Key Holder (as defined below) listed on Schedule B. WHEREAS, each Key Holder is the beneficial owner of shares of

Amended Asset Purchase Agreement, dated January 31, 2019, by and between the Registrant and Scio Diamond Technology Corporation, as amended

Exhibit 1.2 AMENDED ASSET PURCHASE AGREEMENT This Amended Asset Purchase Agreement, dated as of January 31, 2019 (this “Agreement”), by and between SCIO DIAMOND TECHNOLOGY CORPORATION, a Nevada corporation (“Seller”) and ADAMAS ONE CORP., a Nevada corporation (“Buyer”). This Amended Agreement amends, supersedes and replaces the Asset Purchase Agreement between the parties dated as of November 30,

Lease Agreement, dated as of August 15, 2021, by and between Fairforest of Greenville, LLC and the Registrant

Exhibit 10.4 ADAMAS ONE CORP. Employment Agreement This EMPLOYMENT AGREEMENT (“Agreement”) is made as of September 1st, 2019 (the “Effective Date”), by and between ADAMAS ONE CORP., a Nevada corporation with its principal place of business located at 411 University Rd., Greenville, South Carolina (together with its successors and assigns, the “Company”), and Gerald McGuire, with residence at 423 C

Office Lease, dated as of July 26, 2021, by and between SLR Turnstone LLC and the Registrant

Exhibit 10.15 OFFICE LEASE by and between SIR Turnstone LLC an Arizona limited liability company “Landlord” and ADAMAS ONE CORP. a Nevada corporation “Tenant” Dated July 26, 2021 For premises known as SLR Turnstone Office Park 17767 N Perimeter Drive, Ste. B115 Scottsdale, Arizona 85255 TABLE OF CONTENTS Page 1. BASIC PROVISIONS 3 2. LEASED PREMISES; NO ADJUSTMENTS 5 3. LEASE TERM; COMMENCEMENT DA

Form of Lock-Up Agreement

Exhibit 10.12 FORM OF LOCK-UP AGREEMENT , 2022 Alexander Capital, L.P. 17 State Street New York, New York 10004 Re: Adamas One Corp.—Public Offering Ladies and Gentlemen: The undersigned, an officer, director and/or holder of common stock (the “Common Stock”), or rights to acquire shares of Common Stock (the “Shares”), of Adamas One Corp., a Nevada corporation (the “Company”), understands that you

Registration Rights Agreement, dated as of April 2021, by and between the Registrant and the Investors party thereto

Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 13, 2021 among Adamas One Corp., a Nevada corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Investors” (collectively, the “Investors”). Except as otherwise specified herein or in the Purchase Agreement (defined below), all capi

Amendment No. 1 to the Executive Employment Agreement for John Grdina, dated as of January 1, 2019, by and between the Registrant and John Grdina

Exhibit 10.2 AMENDMENT NO. 1 TO THE EXECUTIVE EMPLOYMENT AGREEMENT FOR JOHN GRDINA This Amendment No. 1 Executive Employment Agreement for John Grdina ("Agreement") is effective as of the original date of September 01, 2019 (the “Effective Date”) between Adamas One Corp., a Nevada corporation ("Company"), and John Grdina ("Executive"). This Agreement supersedes all earlier agreements. The Company

Filing Fee Table

EX-FILING FEES 30 adamas-ex107.htm FILING FEE TABLE Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) ADAMAS ONE CORP. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of

Bylaws, as currently in effect

Exhibit 3.3 BYLAWS OF ADAMAS ONE CORP. Article I OFFICES Section 1.1 PRINCIPAL OFFICE. The principal office and place of business of ADAMAS ONE CORP., a Nevada corporation (the “Corporation”), shall be located at 411 University Ridge, Greenville, SC 29601. Section 1.2 OTHER OFFICES. The Corporation may also have offices at such other places, both within and without the State of Nevada, as the Boar

Articles of Incorporation, as currently in effect

Exhibit 3.1 ARTICLES OF INCORPORATION OF ADAMAS ONE CORP. KNOW ALL MEN BY THESE PRESENTS: That the undersigned, being at least eighteen (18) years of age and acting as the incorporator of the Corporation hereby being formed under and pursuant to the laws of the State of Nevada, does hereby certify that: Article I - NAME The exact name of this corporation is: ADAMAS ONE CORP. Article II - REGISTERE

Lease Agreement, dated as of August 15, 2021, by and between Fairforest of Greenville, LLC and the Registrant

EX-10.14 27 adamas-ex1014.htm LEASE AGREEMENT, DATED AS OF AUGUST 15, 2021, BY AND BETWEEN FAIRFOREST OF GREENVILLE, LLC AND THE REGISTRANT Exhibit 10.14 Lease Agreement between FAIRFOREST OF GREENVILLE, LLC Landlord and ADAMAS ONE CORPORATION Tenant At Global Business Park 28 Global Drive, Suite 300 Greenville, SC 29607 -1- On this the day of August, 2021 (the “Effective Date”), this Lease Agreem

Lease Agreement, dated as of January 1, 2020, by and between Innovation Center, LLC and the Registrant, as amended

EX-10.13 26 adamas-ex1013.htm LEASE AGREEMENT, DATED AS OF JANUARY 1, 2020, BY AND BETWEEN INNOVATION CENTER, LLC AND THE REGISTRANT, AS AMENDED Exhibit 10.13 Lease Agreement by and between Innovation Center, LLC and Adamas One Corp. January 1, 2020 For Suite 110 and B18 411 University Ridge Greenville, SC 29601 Table of Contents ARTICLE 1. GRANT AND TERM 6 1.1 Abstract of Lease Terms 6 1.2 Lease

Secured Promissory Note, dated as of December 22, 2021, by the Registrant in favor of Lucy Z, LLC

EX-10.10 23 adamas-ex1010.htm SECURED PROMISSORY NOTE, DATED AS OF DECEMBER 22, 2021, BY THE REGISTRANT IN FAVOR OF LUCY Z, LLC Exhibit 10.10 SECURED PROMISSORY NOTE Date of Issuance US $250,000.00 December 22, 2021 FOR VALUE RECEIVED, ADAMAS ONE CORP., a Nevada corporation (the “Borrower”), hereby, unconditionally promise to pay to the order of LUCY Z, LLC, a limited liability company organized u

Management Rights Letter, dated as of March 3, 2022, by and between the Registrant and Sumeru Global Digital Technology Fund, LP

Exhibit 4.6 MANAGEMENT RIGHTS LETTER ADAMAS ONE CORP. March 03, 2022 Sumeru Global Digital Technology Fund, L.P. Re: Management Rights Ladies and Gentlemen: This letter will confirm our agreement that pursuant to and effective as of your purchase of 2,300,000 shares of Series A Convertible Preferred Stock of Adamas One Corp. (the “Company”), Sumeru Global Digital Technology Fund, LP, a Cayman Isla

Form of Common Stock Warrant

EX-10.11 24 adamas-ex1011.htm FORM OF COMMON STOCK WARRANT Exhibit 10.11 THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH WARRANT AND SHARES MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER SAID ACT AND

Form of 8% Senior Secured Convertible Promissory Note

Exhibit 10.9 EXHIBIT B EXHIBIT B FORM OF SENIOR SECURED CONVERTIBLE PROMISSORY NOTE FORM OF SENIOR SECURED CONVERTIBLE PROMISSORY NOTE & SECURITY AGREEMENT NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY 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 TH

Form of Amended and Restated Articles of Incorporation, to be in effect upon the closing of this offering

EX-3.2 4 adamas-ex32.htm FORM OF AMENDED AND RESTATED ARTICLES OF INCORPORATION, TO BE IN EFFECT UPON THE CLOSING OF THIS OFFERING Exhibit 3.2 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ADAMAS ONE CORP., a Nevada corporation Pursuant to the provisions of Sections 78.390 and 78.403 of the Nevada Revised Statutes, the undersigned corporation adopts the following Amended and Restated Articles

Form of Indemnification Agreement by and between the Registrant and each of its Directors and Executive Officers

Exhibit 10.1 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”), dated as of , 2022, is made by and between ADAMAS ONE CORP., a Nevada corporation (the “Company”), and the undersigned who is either a director, an officer, a director and officer, or a key employee of the Company (the “Indemnitee”) with this Agreement to be deemed effective as of the date that the Indemnitee

As filed with the U.S. Securities and Exchange Commission on May 31, 2022.

S-1 1 form-s1.htm ADAMAS ONE CORP. FORM S-1 As filed with the U.S. Securities and Exchange Commission on May 31, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ADAMAS ONE CORP. (Exact name of registrant as specified in its charter) Nevada 3915 83-1833607 (State or other jurisdictio

Series A Preferred Stock Purchase Agreement, dated as of March 3, 2022, by and between the Registrant and Sumeru Global Digital Technology Fund, LP

Exhibit 4.7 SERIES A PREFERRED STOCK PURCHASE AGREEMENT THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this ?Agreement?), is made as of is made as of March 03, 2022 (?Execution Date?), by and among Adamas One Corp., a Nevada corporation with offices at 411 University Ridge, Greenville SC (the ?Company?) and Sumeru Global Digital Technology Fund, LP, a Cayman Islands Exempted Limited Partnership

Voting Agreement, dated as of March 3, 2022, by and among the Registrant, each holder of the Series A Convertible Preferred Stock, and those certain stockholders to acquire shares of capital stock

EX-4.5 11 adamas-ex45.htm VOTING AGREEMENT, DATED AS OF MARCH 3, 2022, BY AND AMONG THE REGISTRANT, EACH HOLDER OF THE SERIES A CONVERTIBLE PREFERRED STOCK, AND THOSE CERTAIN STOCKHOLDERS TO ACQUIRE SHARES OF CAPITAL STOCK Exhibit 4.5 VOTING AGREEMENT THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 03, 2022, by and among ADAMAS ONE CORP., a Nevada corporation (the “Co

Form of Convertible Term Note

Exhibit 10.6 THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD. OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICAB

Form of Amended and Restated Bylaws, to be in effect upon the closing of this offering

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF Adamas One Corp., a Nevada corporation (Effective as of , 2022) ARTICLE I OFFICES Section 1.1 Principal Office. The principal office and place of business of Adamas One Corp., a Nevada corporation (the “Corporation”), shall be at such location within or without the State of Nevada as may be determined from time to time by resolution of the board of direct

Executive Employment Agreement, dated as of October 1, 2019, by and between the Registrant and Steven Staehr

Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT STEVEN STAEHR This Employment Agreement (“Agreement”) is effective on October 1st, 2019 (the “Effective Date”) between Adamas One Corp., a Nevada corporation (“Company”), and Steven Staehr (“Executive”). The Company and Executive are sometimes referred to herein individually as a “Party” and collectively as the “Parties. WITNESSETH: WHEREAS, the Company

Form of Certificate of Designation of Series “A” Convertible Preferred Stock

Exhibit 3.2(a) CERTIFICATE OF DESIGNATION of SERIES “A” CONVERTIBLE PREFERRED STOCK of ADAMAS ONE CORP. Pursuant to Section 78.195 of the Revised Statutes of the State of Nevada ADAMAS ONE CORP., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”), does hereby certify that, pursuant to the authority conferred on its board of directors (the “Board of Direc

Investor’s Rights Agreement, dated as of March 3, 2022, by and among the Registrant and Sumeru Global Digital Technology Fund, LP

Exhibit 4.4 INVESTOR’S RIGHTS AGREEMENT THIS INVESTOR’S RIGHTS AGREEMENT (this “Agreement”) is made as of March 03, 2022, by and among Adamas One Corp., a Nevada corporation (the “Company”), Sumeru Global Digital Technology Fund, LP, a Cayman Islands exempted limited partnership (“Sumeru” and along with any other party set forth on Schedule A, an “Investor” and collectively, the “Investors”). RECI

Amended Registration Rights Agreement, dated as of January 31, 2019, by and between the Registrant and Scio Diamond Technology Corporation

Exhibit 4.2 AMENDED REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 31, 2019, by and between by and between Adamas One Corp., a Nevada corporation, with headquarters located at 10645 N. Tatum Road, Phoenix, Arizona 85028 (“Adamas”), and SCIO Diamond Technology Corporation, a Nevada corporation (“SCIO”). Capitalized terms used herein and not

Promissory Note, dated as of May 14, 2019, by the Registrant in favor of Southwest Highlands Group, LLC, as amended

Exhibit 10.8 Promissory Note $100,000.00 as of May 14, 2019 FOR VALUE RECEIVED, Adamas One Corp, a Nevada corporation with offices at 1600N. 80th St., Scottsdale AZ 85260 (herein “Borrower”), hereby promises to pay to the order of Southwest Highlands Group, LLC with offices at 7681 E. Grey Rd., Scottsdale, Arizona 85260 (collectively with any and all of its permitted successors and assigns and/or

Form of Promissory Note, dated September 29, 2021, by and between the Registrant and certain entities controlled by John Grdina

Exhibit 10.5 Promissory Note $5,100.00 as of September 29, 2021 FOR VALUE RECEIVED, Adamas One Corp, a Nevada corporation, with offices at 411 University Ridge, Suite 110, Greenville, SC 29601 (herein “Borrower”), hereby promises to pay to the order of PrivateCo, LLC, a New Mexico limited liability company, with offices at 16000 N. 80th Street, Suite C, Scottsdale, AZ 85260 (herein “Lender”), with

As confidentially submitted to the U.S. Securities and Exchange Commission on April 13, 2022. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission, and all information contained

DRS/A 1 filename1.htm As confidentially submitted to the U.S. Securities and Exchange Commission on April 13, 2022. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission, and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 2

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Katherine A. Beck Tel 602.445.8349 Fax 602.445.8729 [email protected] April 13, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F. Street, NE Washington, D.C. 20549 Attention: Thomas Jones / Geoff Kruczek, Legal Charles Eastman / Andrew Blume, Accounting Re: Adamas One Corp. Amendment No. 1 to Draft Registration Statement on Form S-1

As confidentially submitted to the U.S. Securities and Exchange Commission on December 23, 2021. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission, and all information contai

DRS/A 1 filename1.htm As confidentially submitted to the U.S. Securities and Exchange Commission on December 23, 2021. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission, and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C

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DRSLTR 1 filename1.htm Katherine A. Beck Tel 602.445.8349 Fax 602.445.8729 [email protected] December 23, 2021 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F. Street, NE Washington, D.C. 20549 Attention: Thomas Jones / Geoff Kruczek, Legal Charles Eastman / Andrew Blume, Accounting Re: Adamas One Corp. Draft Registration Statement on F

As confidentially submitted to the U.S. Securities and Exchange Commission on November 5, 2021. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission, and all information contain

As confidentially submitted to the U.S. Securities and Exchange Commission on November 5, 2021. This draft registration statement has not been filed, publicly or otherwise, with the U.S. Securities and Exchange Commission, and all information contained herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGIST