Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory.
(e)
As previously disclosed in the Definitive Information Statement on Schedule 14C
filed by Rapid Therapeutic Science Laboratories, Inc. (the "Company", "we" and
"us") with the Securities and Exchange Commission (the "Commission" or the
"SEC") on January 14, 2022 (the "Information Statement"), and described in
greater detail below under Item 5.07, which information is incorporated by
reference into this Item 5.02 in its entirety, effective on January 11, 2022,
the Majority Shareholders, pursuant to the Majority Shareholder Consent (each as
described and defined in Item 5.07, below), approved the adoption of the First
Amended and Restated Rapid Therapeutic Science Laboratories, Inc. 2020 Equity
Incentive Plan (the "Plan"). In accordance with Rule 14c-2 of the Securities
Exchange Act of 1934, as amended, the Plan will become effective no earlier than
forty (40) days after the date notice of the internet availability of such
Information Statement materials is first sent to shareholders, which we expect
to be on or approximately February 28, 2022.
The material terms of the Plan were described in the Information Statement
(under the caption "First Amended and Restated Rapid Therapeutic Science
Laboratories, Inc. 2020 Equity Incentive Plan"). The Plan will provide an
opportunity for any employee, officer, director or consultant of the Company,
subject to limitations provided by federal or state securities laws, to receive
(i) incentive stock options (to eligible employees only); (ii) nonqualified
stock options; (iii) restricted stock; (iv) stock awards; (v) shares in
performance of services; (vi) other stock-based awards; or (vii) any combination
of the foregoing. In making such determinations, the Board of Directors may take
into account the nature of the services rendered by such person, his or her
present and potential contribution to the Company's success, and such other
factors as the Board of Directors in its discretion shall deem relevant.
Under the Plan, the maximum number of shares subject to awards granted during a
single calendar year to any non-employee director, taken together with any cash
fees paid during the compensation year to the non-employee director, in respect
of the director's service as a member of the Board during such year (including
service as a member or chair of any committees of the Board), will not exceed
$500,000 in total value (calculating the value of any such awards based on the
grant date fair value of such awards for financial reporting purposes).
Compensation will count towards this limit for the calendar year in which it was
granted or earned, and not later when distributed, in the event it is deferred.
Subject to adjustment in connection with the payment of a stock dividend, a
stock split or subdivision or combination of the shares of common stock, or a
reorganization or reclassification of the Company's common stock, the aggregate
number of shares of common stock which may be issued pursuant to awards under
the Plan is the sum of (i) 25,000,000 shares, and (ii) an annual increase on
March 1st of each calendar year, beginning in 2022 and ending in 2030, in each
case subject to the approval of the Board of Directors or the compensation
committee of the Company (if any) on or prior to the applicable date, equal to
the lesser of (A) five percent (5%) of the total shares of common stock of the
Company outstanding on the last day of the immediately preceding fiscal year;
(B) 25,000,000 shares of common stock; and (C) such smaller number of shares as
determined by the Board of Directors or compensation committee of the Company
(if any)(the "Share Limit"), also known as an "evergreen" provision.
Notwithstanding the foregoing, shares added to the Share Limit are available for
issuance as incentive stock options only to the extent that making such shares
available for issuance as incentive stock options would not cause any incentive
stock option to cease to qualify as such. In the event that the Board of
Directors or the compensation committee (if any) does not take action to
affirmatively approve an increase in the Share Limit on or prior to the
applicable date provided for under the plan, the Share Limit remains at its then
current level. Notwithstanding the above, no more than 250,000,000 incentive
stock options may be granted pursuant to the terms of the Amended Plan.
The above description of the Plan does not purport to be complete, and is
qualified in its entirety by reference to the full text of the Plan, which is
attached as Exhibit 10.1 and is incorporated by reference into this Item 5.02.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously disclosed in the Information Statement, effective on January 11,
2022, our Chief Executive Officer and director, Donal R. Schmidt, Jr. (through
Diamond Head Ventures, LLC, which entity he owns and controls), Sean P. Berrier,
our Senior Vice President (a non-executive officer position), and J. Scott
Suggs, a member of the Company's Board of Directors (collectively, the "Majority
Shareholders"), who collectively beneficially owned of record 103,569,894 shares
of common stock voted 99,569,894 shares of the Company's common stock,
representing 51.4% of the outstanding shares of the Company's common stock as of
such date, executed a written consent in lieu of a special meeting of
shareholders (the "Majority Shareholder Consent"), approving the actions
described below, which had previously been approved by the Board of Directors of
the Company (the "Board") on January 7, 2022 (the "Corporate Actions"):
·the adoption of the First Amended and Restated Rapid Therapeutic Science
Laboratories, Inc. 2020 Equity Incentive Plan;
·the grant of discretionary authority for our Board of Directors, without
further shareholder approval, to effect a reverse stock split of all of the
outstanding common stock of the Company, by the filing of an amendment to our
Articles of Incorporation (the "Reverse Amendment") with the Secretary of State
of Nevada, in a ratio of between one-for-two and one-for-fifty, with the
Company's Board of Directors having the discretion as to whether or not the
reverse split is to be effected, and with the exact exchange ratio of any
reverse split to be set at a whole number within the above range as determined
by the Board of Directors in its sole discretion, at any time before the earlier
of (a) December 31, 2022; and (b) the date of the Company's 2022 annual meeting
of shareholders; and
·to approve the filing of an amendment to the Company's Articles of
Incorporation to increase the number of our authorized shares of common stock
from 750,000,000 to 800,000,000 (the "Amendment").
The Board did not solicit proxies for the special meeting or the vote. There
were no broker non-votes, no votes were withheld, and no votes were voted
against or abstained, in connection with the Corporate Actions described above,
as only the Majority Shareholders voted.
The voting results for the approval of the Amendment via the Majority
Shareholder Consent were as follows:
For Withheld Abstained Broker Non-Votes
99,569,894 0 0 0
99,569,894 0 0 0
In accordance with Rule 14c-2 of the Securities Exchange Act of 1934, as
amended, the Corporate Action will become effective no earlier than twenty days
after the date the Information Statement was made available to shareholders,
provided that because we are making the Information Statement available on the
Internet and providing notice of such availability to shareholders, and pursuant
to the approval provided by the Majority Shareholder Consent, the Corporate
Actions will become effective no earlier that forty (40), days after such
Information Statement has been made available, which date we anticipate being
February 28, 2022.
The Amendment will become effective upon its filing with the Secretary of State
of Nevada thereafter and the Reverse Amendment will become effective only when,
and if, approved by the Board of Directors, and thereafter upon its filing with
the Secretary of State of Nevada.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10 .1 * First Amended and Restated Rapid Therapeutic Science Laboratories,
Inc. 2020 Equity Incentive Plan.
104 Inline XBRL for the cover page of this Current Report on Form 8-K
* Furnished herewith.
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