Current Report Filing (8-k)
January 12 2022 - 4:16PM
Edgar (US Regulatory)
0001459188
false
0001459188
2022-01-07
2022-01-07
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xbrli:shares
iso4217:USD
xbrli:shares
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: January
7, 2022
FUEL DOCTOR HOLDINGS, INC.
(Name of Registrant as specified in its charter)
Delaware
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333-161052
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20-2274999
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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20 Raul Wallenberg Street
Tel
Aviv, Israel 6226431
(Address and telephone number of principal executive
offices)
410 Louisiana Street
Vallejo, CA 94590
(Previous address of principal executive offices)
(917) 596-0905
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
[ ] Emerging growth
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Item 5.01
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Changes in Control of Registrant.
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On
December 30, 2021, Friction and Heat, LLC, the majority stockholder of the Company, entered into a Stock Purchase Agreement with a total
of 16 purchasers (the “Purchasers”) to sell a total of 241,960,000 shares of the Company’s common stock to
the Purchasers for a total purchase price of $435,000.00. The shares of the Company’s common stock purchased represent 94.2% of
the total number of shares issued and outstanding as of the date hereof and thus, represent a chance of control of the Company. None of
the Purchasers acquired more than 35% of the total number of shares of the Company’s common stock issued and outstanding and therefore,
none of the Purchasers control the Company. There are no arrangements or understandings among members of both the former and any of the
Purchasers and their associates with respect to election of directors or other matters. Each of the Purchasers utilized their own funds
to purchase their shares.
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Item 5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
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On January 6, 2022, Amitai Weiss, Asaf Itzhaik and
Moshe Revach were appointed to fill existing vacancies on the Company’s Board of Directors in accordance with the written consent
of majority of directors dated January 6, 2022. None of the newly appointed Directors had a prior relationship with the Company. In addition,
on January 6, 2022, Amitai Weiss was appointed as the Chief Executive Officer of the Company.
On January 7, 2022, Deanna Johnson resigned as an
officer and as a director of the Company.
Mr. Weiss was founder and Chief Executive Officer of Amitay Weiss Management
Ltd. Prior to forming his company, he held several positions at Bank Poalei Agudat Israel Ltd., most recently as Vice President of Business
Marketing & Development. He currently chairs and serves as director on the boards of several public companies. Mr. Weiss earned his
B.A. in Economics from New England College, and his M.B.A. and LL.B from Ono Academic College in Israel.
Mr. Revach is currently Deputy Mayor of the city of Ramat Gan, Israel,
and has held the sports and government relations portfolios in the Ramat Gan municipality, and has served in various positions with the
municipality since 2008. Mr. Revach serves as a director of L.L.N IT solutions, a wholly owned subsidiary of the Jewish Agency for
Israel and of Biomedico Hadarim Ltd., and has served as a director of the RPG Economic Society and Jewish Experience Company on behalf
of the Jewish Agency. Mr. Revach holds an LL.B from the Ono Academic College, Israel, and a B.A. in Management and Economics from the
University of Derby.
Mr. Itzhaik is
the founder of Assi Glasses, an optical brand and has served as the Chief
Executive Officer of the Company for more than 20 years. Mr. Itzhaik is a licensed Optician.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: January 12, 2022
Fuel Doctor Holdings, Inc.
/s/ Amitai Weiss
By: Amitai Weiss, CEO
Fuel Doctor (PK) (USOTC:FDOC)
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