Item 3.02 Unregistered Sales of Equity Securities.
Subsequent to August 18, 2022, the Company closed on the sale of an additional
$774,919 in addition to $1,729,390 shares of Common Stock at $1.00 per share
previously sold. The sales were made exclusively to accredited investors under
the terms of Subscription Agreements dated as of the closing date. The issuance
of the shares of Common Stock was made in reliance on the exemption from
registration provided by Regulation D and Section 4(2) of the Securities Act of
1933, as amended.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 8, 2022, the Board of Directors of the Company increased the size of
the Board of Directors to four and appointed Mark Timm as Director.
Mark Timm, 41, has been a serial entrepreneur and exponential thinking
practitioner for over two decades. He has started more than a dozen companies,
several of which have multiplied and sold. His businesses have been built with
international footprints in a dozen countries across diverse industries from
retail to real estate and from product manufacturing to digital marketing and
e-commerce. Mark is the USA Today and WSJ best-selling author of Mentor To
Millions and today spends his time and talents investing, advising and serving
on the board of directors of publicly traded and private companies where he can
leverage his experience and relationships achieving exponential growth and
shareholder value.
On August 8, 2022, the Board of Directors established an Audit, Nominating and
Governance Committee and Compensation Committees and appointed each of Mr.
Flynn, Mr. Nummi, Ms. Kellogg and Mr. Timm to such committees. Lacie Kellogg was
appointed chairwoman of the Audit Committee, Richard Nummi was appointed
chairman of the Nominating and Governance Committee and Robert Flynn was
appointed chairman of the Compensation committee. Mr. Flynn was also appointed
Chairman of the Board of Directors.
There are no arrangements or understandings between Mr. Timm and any other
persons pursuant to which Mr. Timm was appointed as an officer of the Company.
In addition, there are no family relationships between Mr. Timm and any
director, executive officer, or person nominated or chosen by the Company to
become a director or executive officer. Furthermore, since the inception of the
Company, there have been no transactions in which the Company was or is to be a
participant and the amount involved exceeds $120,000, and in which Mr. Timm had
or will have a direct or indirect material interest, and there are currently no
such proposed transaction.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On September 8, 2022 the Company filed a Certificate of Elimination To Eliminate
The Series A Convertible Preferred Stock of the Company with the Secretary of
State of the State of Colorado. The filing was necessary to terminate the
authorization to issue a new Series A Convertible Preferred Stock previously
approved. No shares of Series A Convertible Preferred Stock had been issued.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 8, 2022, the Board of Directors of the Company established September
16, 2022 as the record date for the 2022 Annual Meeting of shareholders of the
Company. On such date, the Company will accept the written consent of AEI
Acquisition Company, LLC ("AEI"). As of the date of this Current Report, AEI
beneficially owns 15,880,201 shares of common stock, par value $0.001 per share,
of the Company constituting approximately 74% of the issued and outstanding
shares of voting capital stock in the Company. AEI has executed a written
shareholder consent in accordance with the By-laws of the Company and Colorado
law to be cast at the Annual Meeting to be voted "for" the following proposals:
1. To elect four directors to serve until the 2023 Annual Meeting of
Shareholders of the Corporation, or until their successors are duly elected
and qualified, or until such director's earlier death, resignation,
disqualification or removal as follows:
a. Robert J. Flynn, Jr.
b. Richard M. Nummi
c. Lacie Kellogg
d. Mark Timm
2. To approve the adoption of the Corporation's 2022 Equity Incentive Plan.
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3. To approve, on an advisory basis, the resolution approving the compensation
of the Company's named executive officers (the say-on-pay vote).
4. To approve, on a non-binding basis, the frequency of executive compensation
shareholder votes to every third year (the say-on-frequency vote).
5. The ratification of the appointment of BF Borgers, CPA, PC as our independent
registered public accounting firm for the fiscal year ended December 31,
2022.
6. To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.
As a result, each of the Proposals will be approved at the 2022 Annual Meeting
by a vote in favor representing 15,880,201 shares of Common Stock, with no
shares voting against or abstaining from the vote.
Item 9.01 Financial Statements and Exhibits.
a. Exhibits
3.1* Certificate of Elimination Series A Convertible Preferred Stock
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Filed herewith
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