Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On October 10, 2018, Robert Orbach, the
Company’s sole director, appointed Thomas C. Hemingway and Michael Krall to the Company’s Board of Directors (the “Board”)
to fill vacancies.
Effective October 10, 2018, the Board
appointed Thomas C. Hemingway as the Company’s Chief Executive Officer, Chief Financial and Accounting Officer and Secretary
and Michael Krall as President.
Appointment
of New Director
:
On
October 10, 2018 the Board filled two vacancies on the Board and appointed the following individuals to serve on our Board of
Directors:
Thomas
C. Hemingway
. Mr. Hemingway, age 62, is Chairman and President of Redwood Investment Group and has served in that capacity
since 1998
.
Redwood Investment Group is a boutique investment firm that invests in and acquires operating companies. Mr.
Hemingway’s experience is a unique combination of deep Wall Street relationships and real-life experience which has helped
him successfully found and operate numerous public and private companies. Mr. Hemingway has served as an investor and board member
of Force Fuels, Inc., an oil and gas company as well as Chief Executive Officer and Chairman of Oxford Media, Inc
.
(NASDAQ:
OXMI
), which is a digital communication, solutions and technology company. Chief Executive Officer and Chairman of Esynch
Corporation, (NASDAQ: ESYN) was a pioneer of integrated video tools and services for the streaming media market and is establishing
itself as a leader in the development of next-generation streaming media solutions. Chairman and CEO of Intermark Corporation
Intermark Corporation was a software developer and publisher in the entertainment markets. Intermark was eventually reversed merged
into eSynch Corporation in 1998.
In
addition, Mr. Hemingway has been a consultant and or board member to several NASDAQ and privately held companies, including Neostem
(NASDAQ: NBS), Smart House /LV, Great American Coffee Company (GACC), CBC, Pure Bioscience (NASDAQ: PURE), Financial News Group
(NASDAQ: FNGP), MetroConnect (NASDAQ: MTCO) and NextPhase Wireless (NASDAQ: NXPW). Mr. Hemingway has spent the past three decades
developing relationships within the investment communities and in various advisory and deal-making capacities within the financial
services sector.
Michael
Krall
. Michael Krall, 66, is a retired executive since August 2013. He was the founder of PURE Bioscience, Inc., (OTCQB:
PURE), a public company
focused on developing and commercializing proprietary antimicrobial
products that provide solutions to the health and environmental challenges of pathogen and hygienic control.
From 1996
until August 2013, Mr. Krall served as PURE Bioscience’s Chairman, President and CEO. Additionally, he is an inventor and
co-inventor of dozens of biotech products. Mr. Krall brings a wealth of knowledge in the biotech, manufacturing and securities
industries.
Robert
Orbach
. Mr. Robert (“Bobby”) Orbach, 58, is the founder and president of B. Orbach, Inc., which was founded
in May 1990 to establish and create strategic alliances for technology companies. Working with start-up and established companies,
Mr. Orbach has developed business relationships and technology licensing as well as funding and marketing activities. Mr. Orbach
was a founding board member of numerous private and public companies. Earlier in his career Mr. Orbach served as founder and Vice
President, Business Development, at 47th Street Photo, Computer Division, one of the earliest PC discount retailers. Mr. Orbach
still serves as a director of several private technology companies. During the past several years Mr. Orbach has been buying and
selling technology intellectual property, becoming a recognized expert in monetizing IP.
Neither
Mr. Hemingway, Mr. Krall or Mr. Orbach has any family relationship with any other member of the Board or any executive officer
of the Company. There are no arrangements or understandings between either Mr. Hemingway, Mr. Krall or Mr. Orbach or any other
person pursuant and the Company under which either was selected to serve on the Board of Directors of the Company. Except for
the transaction with Mr. Hemingway set forth in Item 1.01 and Item 3.02, there has been no transaction, nor are there any proposed
transactions, between the Company and its board members that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Item
5.03 Amendments to Articles of Incorporation or Bylaws
On
November 16, 2018, the Company amended its Articles of Incorporation to: (i) change its name to BioQuest Corp.; (ii) reverse split
all outstanding shares of common stock whereby all issued and outstanding shares of Common Stock, $0.001 par value per share (the
“Existing Common Stock”), of the Company shall be and hereby are automatically combined and reclassified as follows:
Each one thousand (1,000) shares of Existing Common Stock shall be combined and reclassified (the “Reverse Split Stock”)
as one (1) share of validly issued, fully paid and non-assessable share of the Company’s Common Stock, par value $0.001
per share (the “New Common Stock”), without any action by the holders thereof. The Company shall not issue fractional
shares of New Common Stock in connection with the Reverse Stock Split. Each stockholder entitled to receive a fractional share
of Common Stock as a result of the Reverse Stock Split shall receive a share rounded up to the next whole number.
The
Restated and Amended Articles of Incorporation described above is filed as an exhibit to this Current Report on Form 8-K. The
description is qualified in its entirety by reference to the full extent of such document.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements preceded by, followed by or that otherwise
include the words “believes,” “expects,” “anticipates,” “intends,” “projects,”
“estimates,” “plans,” “may increase,” “forecast” and similar expressions or future
or conditional verbs such as “will,” “should,” “would,” “may” and “could”
are generally forward-looking in nature and not historical facts. Forward-looking statements are based on management’s current
expectations or beliefs about the Company’s future plans, expectations and objectives. These forward-looking statements
are not historical facts and are subject to risks and uncertainties that could cause the actual results to differ materially from
those projected in these forward-looking statements and other risk factors that may be described from time to time in the Company’s
filings with the Securities and Exchange Commission. Readers of this release are cautioned not to place undue reliance on forward-looking
statements contained herein, which speak only as of the date stated, or if no date is stated, as of the date of this Current Report.
The Company undertakes no obligation to publicly update or revise the forward-looking statements contained herein to reflect changed
events or circumstances after the date of this release, unless required by law.