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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):
September 6, 2023
REMSLEEP HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada |
|
000-53450 |
|
47-5386867 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
14175 Icot Boulevard, Suite 300
Clearwater, Florida 33760
(Address of Principal Executive Offices)
Registrant’s telephone number, including
area code: 813-367-3855
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:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| None |
|
N/A |
|
N/A |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by checkmark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
On September 6, 2023, Remsleep Holdings, Inc.
(the “Company”) entered into an intellectual property assignment agreement (the “IP Purchase Agreement”) with
Thomas Wood, its current Chief Executive Officer (“Wood”), pursuant to which the Company has agreed to issue to Wood a total
of 2,000,000 shares of Series C Preferred Stock. Each share of Series C Preferred Stock is convertible into 300 shares of Company Common
Stock. Additionally, the holders of Series C Preferred Stock have voting rights representing 81% of the combined voting power of Common
Stock and preferred stock.
The foregoing description of the IP Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to the IP Purchase Agreement, a copy of which is filed as
Exhibit 10.1 hereto and incorporated by reference herein.
Item 3.02. Unregistered Shares of Equity
Securities.
The information contained above in Item 1.01 relating
to the IP Purchase Agreement is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of Wood in
the IP Purchase Agreement, the offering and sale of the securities were made in reliance on the exemption from registration under Section
4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and corresponding provisions of state securities
or “blue sky” laws. The securities will not be registered under the Securities Act or any state securities laws and may not
be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements.
The sale of the securities will not involve a public offering and will be made without general solicitation or general advertising. Wood
represented that he is acquiring the securities as principal for its own account and not with a view to or for distributing or reselling
the securities in violation of the U.S. federal securities laws.
Neither this Current Report on Form 8-K nor any
exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.
ITEM 3.03 MATERIAL MODIFICATIONS OF RIGHTS
OF SECURITY HOLDERS.
To the extent required by Item 3.03 of Form 8-K,
the information set forth in Item 5.03 is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
The information contained above in Item 1.01 relating
to the IP Purchase Agreement is hereby incorporated by reference into this Item 5.01. As a class, the Series C Preferred possesses 81%
of the voting power of the Company.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On July 24, 2023, the Company filed an Amended
and Restated Certificate of Designations of Series C Preferred Shares, a copy of which is filed as Exhibit 3.1 hereto and incorporated
by reference herein. The Series C Preferred may vote on any action upon which holders of the Company’s common stock may vote, and
they shall vote together as one class with voting rights equal to eighty one percent (81%) of all of the issued and outstanding shares
of common stock of the Company. Each share of Series A Preferred can be converted into 300 shares of the Company’s common stock.
The foregoing description of the Series A Preferred Stock does not purport to be complete and is qualified in its entirety by reference
to the Amended and Restated Certificate of Designations of Series C Preferred Shares.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: September 6, 2023 |
REMSLEEP HOLDINGS, INC. |
| |
BY: |
/S/ THOMAS J. WOOD |
| |
|
Thomas J. Wood, |
| |
|
Chief Executive Officer |
3
Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF DESIGNATION
OF
SERIES C PREFERRED SHARES OF
REMSLEED HOLDINGS, INC.
A NEVADA CORPORATION
Pursuant to Section 78.1955
of the Nevada Revised Statutes, the undersigned, Thomas J. Wood, hereby certifies as follows:
A. He is the duly elected
Chief Executive Officer, Chief Financial Officer and Secretary of Remsleep Holdings, Inc., (the “Company”).
B. No shares of Series C Preferred
Shares have been issued.
C. Pursuant to the provisions
of section 78.1955 and 78.325 of the Nevada Revised Statutes and the authority conferred on the Board of Directors (the “Board
of Directors” or the “Board”) of the Company by the Articles of Incorporation (as amended) of the
Company to designate and issue one or more series of preferred stock, par value $0.001 per share, of the Company. While the Series A Preferred
Shares, the Series B Preferred Shares and the Series C Preferred Shares have been authorized and established, the Board of Directors duly
adopted and approved a resolution on July 10, 2023 further amending the Articles of Incorporation of the Company (the “Amendment”)
to change certain rights of the Series C Preferred Stock, (the “Series C Preferred Stock”), which such resolution is as follows:
1. Authorized Number.
The authorized number
of all shares of Series C Preferred Stock of the Company shall be 5,000,000, par value $.001 per share, and such amount may not be increased
except by the favorable vote or the written consent of the holders of at least a majority of the issued and outstanding Series C Preferred
Stock
2. Liquidation.
The holders of Series
C Preferred Stock have the same liquidation rights as the holders of the Company’s Common Stock, sharing on an as-converted basis.
3. Voting.
(a)
General. Subject to Section 3(d) and the other provisions of this Certificate of Designation, each holder of Series C Preferred
Stock shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock, and shall be entitled
to notice of any stockholders’ meeting in accordance with the bylaws of the Company (as in effect at the time in question) and applicable
law, and shall be entitled to vote, together with the holders of Common Stock, with respect to any question upon which holders of Common
Stock have the right to vote, except as may be otherwise provided by applicable law. Except as otherwise expressly provided herein or
as required by law, the holders of Series C Preferred Stock and the holders of Common Stock and other series of the Company’s preferred
stock shall vote together as a single class.
(b)
Number of Votes. Subject to Section 3(d) and the other provisions of this Certificate of Designation, with respect to any matter,
presented to the stockholders of the Company for their vote or consent as to which the holders of Series C Preferred Stock and the holders
of Common Stock and other series of the Company’s preferred stock vote together as a single class, provided that the holders
of shares of Series C Preferred Stock shall always be entitled to the number of votes equal to no less than 81% of the combined
total voting power of the holders of shares of Common Stock plus the total voting power of all other classes of Preferred Shares (voting
on an as converted basis) on the record date for the determination of the stockholders entitled to vote on any matter or, if no such record
date is established, the date such vote is taken, or any written consent of stockholders first is solicited, with respect to such matter.
(c)
Separate Vote Required. At any time when shares of Series C Preferred Stock are outstanding, in addition to any other
vote required by law or the Company’s Certificate of Incorporation, the Company shall not, without the written consent or affirmative
vote of the holders of at least a majority of the then outstanding shares of Series C Preferred Stock, voting or consenting separately
as a class, either directly or by amendment, merger, consolidation or otherwise, change the rights or preferences of the Series C Preferred
Stock or increase the authorized number of shares of Series C Preferred Stock.
(d)
Board of Directors Election. Notwithstanding any provision of this Certificate of Designation, so long as any of the shares of
Series C Preferred Stock initially issued are outstanding, the holders of the Series C Preferred Stock, voting as a separate class, shall
be entitled to elect a majority of the directors of the Company. The holders of Common Stock and other classes and series of the Company’s
stock, voting together as a single class, shall be entitled to elect the remaining directors of the Company.
4. Conversion. The holders of the Series C Preferred Stock shall have, and be subject to, the following conversion rights:
(a)
Conversion. Provided that a Liquidation Event (as hereinafter defined) has not occurred, the holder of each share of the Series
C Preferred Stock shall be entitled, upon (i) written notice to the transfer agent (or to the Company if the Company serves as its own
transfer agent) and (ii) the satisfaction of the requirements set forth in Section 4(h), to convert all or any part of the Series C Preferred
Stock then held by such holder into the number of fully paid and nonassessable shares of Common Stock in determined accordance with Section
4(d).
(b)
Liquidation Event. “Liquidation Event” shall mean (i) the dissolution, liquidation or winding up of the Company, whether
voluntary or involuntary, or (ii)(A) any reorganization, consolidation, merger or similar transaction or series of related transactions
(each, a “Combination Transaction”) in which the Company is a constituent party, or a subsidiary of the Company is a constituent
party and the Company issues shares of its capital stock pursuant to such Combination Transaction, if, as a result of such Combination
Transaction, the voting securities of the Company that are outstanding immediately prior to the consummation of such Combination Transaction
(other than any such securities that are held by an “Acquiring Stockholder”, as defined below) do not represent, or are not
converted into, securities of the surviving Company of such Combination Transaction (or such surviving Company’s parent Company
if the surviving Company is owned by the parent Company) that, immediately after the consummation of such Combination Transaction, together
possess at least a majority of the total voting power of all securities of such surviving Company (or its parent Company, if applicable)
that are outstanding immediately after the consummation of such Combination Transaction, including securities of such surviving Company
(or its parent Company, if applicable) that are held by the Acquiring Stockholder; or (B) a sale, lease, license, transfer or other disposition,
whether in a single transaction or a series of related transactions, of all or substantially all of the assets of the Company. An “Acquiring
Stockholder” means a stockholder or stockholders of the Company that (1) merges or combines with the Company in such Combination
Transaction or (2) owns or controls a majority of another Company that merges or combines with the Company in such Combination Transaction.
(c)
Conversion Time. The “Conversion Time” with respect to a Liquidation Event shall mean immediately prior to the occurrence
of the Liquidation Event (which for purposes of a Liquidation Event described in Section 4(b)(ii) hereof shall mean immediately prior
to the closing of such Liquidation Event), in which event the person(s) entitled to receive Common Stock of the Company upon conversion
of the Series C Preferred Stock shall not be deemed to have converted such Series C Preferred Stock until immediately prior to the occurrence
of the Liquidation Event. The “Conversion Time” with respect to a conversion pursuant to Section 4(a) shall be the date the
requirements identified in Section 4(a)(i) and (ii) are satisfied.
(d)
Conversion Formula. At Conversion Time, each share of Series C Preferred Stock subject to conversion shall be convertible
into 300 shares of Common Stock (the “Series C Preferred Stock Conversion Formula”). The Series C Preferred Stock Conversion
Formula shall be subject to adjustment pursuant to Section 5 from time to time. Following each adjustment, such adjusted Series C Preferred
Stock Conversion Formula shall remain in effect until a further adjustment hereunder.
(e)
Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series C Preferred Stock,
such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares
of the Series C Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient
to effect the conversion of all then outstanding shares of the Series C Preferred Stock, the Company will take such corporate action as
may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares
as shall be sufficient for such purpose, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval
of any necessary amendment to the Company’s Certificate of Incorporation.
(f) Fractional Shares. No fractional shares of Common Stock shall be issued upon any conversion of Series C Preferred Stock. In lieu
of any fractional share to which the holder would otherwise be entitled, the Company shall instead round down to the next lowest whole
share of Common Stock.
(g)
No Impairment. The Company shall not avoid or seek to avoid the observance or performance of any of the terms to be observed or
performed hereunder by the Company but shall at all times in good faith assist in carrying out all such action as may be reasonably necessary
or appropriate in order to protect the rights, preferences and privileges of the holders of the Series C Preferred Stock against impairment.
(h)
Mechanics of Conversion. Before any holder of Series C Preferred Stock shall be entitled to convert shares of Series
C Preferred Stock into shares of Common Stock in connection with a conversion pursuant to Section 4(a), the holder shall surrender the
certificate for such shares of Series C Preferred Stock (or, if such holder alleges that such certificate has been lost, stolen or destroyed,
a lost certificate affidavit and agreement reasonably acceptable to the Company to indemnify the Company against any claim that may be
made against the Company on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent
for the Series C Preferred Stock (or at the principal office of the Company if the Company serves as its own transfer agent), together
with written notice that such holder elects to convert all or any number of the shares of the Series C Preferred Stock represented by
such certificate and, if applicable, any event on which such conversion is contingent.
The notice shall state the
holder’s name or the name(s) of the person(s) in which such holder wishes the certificate or certificates for shares of Common Stock
to be issued. If required by the Company, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument
or instruments of transfer, in form reasonably satisfactory to the Company, duly executed by the holder or his, her or its attorney duly
authorized in writing.
(i)
Taxes Upon Conversion. The Company shall pay any and all issue and other similar taxes that may be payable in respect of any issuance
or delivery of shares of Common Stock on conversion of shares of Series C Preferred Stock pursuant to this Section 5(i). The Company shall
not, however, be required to pay any tax that might be payable in respect of any transfer involved in the issuance and delivery of shares
of Common Stock in a name other than that in which the shares of Series C Preferred Stock so converted were registered, and no such issuance
or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Company the amount of any such
tax or has established, to the satisfaction of the Company, that the tax has been paid.
(j) New Stock Certificate. In the event less than all the shares represented by a certificate are converted, the Company shall promptly
issue to the holder thereof a new certificate representing the unconverted shares.
(k) Delivery of Common Stock Certificates. As soon as practicable after the conversion of shares of Series C Preferred Stock, the Company
at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to applicable
holder of Series C Preferred Stock, or as such holder (upon payment by such holder of any applicable transfer taxes) may direct in compliance
with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and non-assessable
shares of Common Stock to which such holder shall be entitled on such conversion.
5. Adjustments.
(a) Adjustment
Upon Common Stock Event. At any time or from time to time hereafter, upon the happening of a Common Stock Event (as hereinafter
defined), the Series C Preferred Stock Conversion Formula shall, simultaneously with the happening of such Common Stock Event, be
adjusted so that the number of shares of Common Stock receivable upon conversion thereof equals the number of shares of Common Stock
which they would have received had their Series C Preferred Stock been converted into Common Stock on the date of such Common Stock
Event. The Series C Preferred Stock Conversion Formula shall be readjusted in the same manner upon the happening of each subsequent
Common Stock Event. As used herein, the term “Common Stock Event” shall mean (i) the issue by the Company of additional
shares of Common Stock as a dividend or other distribution on outstanding Common Stock, (ii) a subdivision of the outstanding shares
of Common Stock into a greater number of shares of Common Stock, or (iii) a combination of the outstanding shares of Common
Stock into a smaller number of shares of Common Stock.
(b)
Adjustments for Other Dividends and Distributions. If at any time or from time to time hereafter the Company pays a dividend or
makes another distribution to the holders of the Common Stock payable in securities of the Company, other than an event constituting a
Common Stock Event, then in each such event provision shall be made so that the holders of the Series C Preferred Stock shall receive
upon conversion thereof, in addition to the number of shares of Common Stock receivable upon conversion thereof, the amount of securities
of the Company which they would have received had their Series C Preferred Stock been converted into Common Stock on the date of such
event (or such record date, as applicable) and had they thereafter, during the period from the date of such event (or such record date,
as applicable) to and including the conversion date, retained such securities receivable by them as aforesaid during such period, subject
to all other adjustments called for during such period under this Section 6 with respect to the rights of the holders of the Series C
Preferred Stock or with respect to such other securities by their terms.
(c) Adjustment for Reclassification, Exchange and Substitution. If at any time or from time to time hereafter the Common Stock issuable
upon the conversion of the Series C Preferred Stock is changed into the same or a different number of shares of any class or classes of
stock, whether by recapitalization, reclassification or otherwise (other than by a Common Stock Event or a stock dividend, reorganization,
merger, or consolidation provided for elsewhere in this Section 6), then in any such event, but subject to Section 5, each holder of Series
C Preferred Stock shall have the right thereafter to convert such stock into the kind and amount of stock and other securities and property
receivable upon such recapitalization, reclassification or other change by holders of the number of shares of Common Stock into which
such shares of Series C Preferred Stock could have been converted immediately prior to such recapitalization, reclassification or change,
all subject to further adjustment as provided herein or with respect to such other securities or property by the terms thereof.
(d) Reorganizations, Mergers and Consolidations. If at any time or from time to time hereafter there is a reorganization of the Company
(other than a recapitalization, subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section.6)
or a merger or consolidation of the Company with or into another Company (except a Liquidation Event), then, as a part of such reorganization,
merger or consolidation, provision shall be made so that the holders of the Series C Preferred Stock thereafter shall be entitled to receive,
upon conversion of the Series C Preferred Stock, the number of shares of stock or other securities or property of the Company, or of such
successor Company resulting from such reorganization, merger or consolidation, to which a holder of Common Stock deliverable upon conversion
would have been entitled on such reorganization, merger or consolidation. In any such case, appropriate adjustment shall be made in the
application of the provisions of this Section 6 with respect to the rights of the holders of the Series C Preferred Stock after the reorganization,
merger or consolidation to the end that the provisions of this Section 5 (including adjustment of the Series C Preferred Stock Conversion
Formula then in effect and number of shares issuable upon conversion of the Series C Preferred Stock) shall be applicable after that event
and be as nearly equivalent to the provisions hereof as may be practicable. This Section 5 shall similarly apply to successive reorganizations,
mergers and consolidations.
(e)
Certificate of Adjustment. In each case of an adjustment or readjustment of the Series C Preferred Stock Conversion Formula, the
Company, at its expense, shall cause its chief financial officer (or other executive officer) to compute such adjustment or readjustment
in accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall mail such certificate,
by first class mail, postage prepaid (or by electronic mail if agreed to by the holder), to each holder of the Series C Preferred Stock
at such holder’s registered address as shown on the Company’s books.
7.
Notices. Any notice required by the provisions of this Amended and Restated Certificate of Designation to be given to the holders
of shares of the Series C Preferred Stock shall be deemed given upon the earlier of (i) actual receipt, (ii) three (3) days after deposit
in the United States mail, postage prepaid, or (iii) one (1) business day after deposit with a recognized and reputable express courier
for delivery the next business day, fees prepaid, addressed to each holder of record at the address of such holder appearing on the books
of the Company.
IN WITNESS WHEREOF,
the Company has executed this Certificate of Designation by its duly authorized officer on this 24th day of July 2023
| |
By: |
/s/
Thomas J. Wood |
| |
|
Thomas J. Wood, Chief Executive
Officer |
5
Exhibit 10.1
REMSLEEP HOLDINGS, INC.
IP ASSIGNMENT AGREEMENT
THIS IP ASSIGNMENT AGREEMENT
is made as of September 6, 2023 (the “Effective Date”), between Remsleep Holdings, Inc., a Nevada corporation (the "Company"),
and Thomas J. Wood (the "Assignor").
WHEREAS, Assignor has agreed to convey, transfer,
and assign to the Company any and all intellectual property assets and related rights owned by Assignor and related to the business of
the Company as conducted at the Effective Date.
WHEREAS, the Company has agreed to issue to Assignor
shares of the Company’s Series C Preferred Stock according to the terms and conditions contained herein.
THEREFORE, the parties agree
as follows:
1. Assignment.
Assignor hereby irrevocably conveys, transfers, and assigns to the Company all of Assignor’s right, title, and interest in, to,
and under all inventions; patents and patent applications; trade secrets; non-public know-how; discoveries; improvements; concepts; ideas;
methods; processes; procedures; designs; plans; schematics; drawings; technical data; specifications; research and development information;
marks, names, and trade dress; copyrights; and, all goodwill connected with the use thereof and symbolized thereby related to the business
of the Company as of and at the Effective Date, including but not limited to rights the Assignor would have had in the patents identified
on Exhibit A, had Assignor not agreed to assign the patent rights (collectively, the “Assigned IP”).
2. Issuance
of Shares. As additional consideration for the Assigned IP, the Company hereby agrees to issue to Assignor an aggregate of 2,000,000 shares
of the Company's Series C Preferred Stock (the "Shares"). The Company believes that the issuance of the Shares in exchange for
the Assigned IP is fair to the Company as of the Effective Date.
3. The
Company’s Use and Enjoyment.
(a) The rights, title,
and interest assigned under Section 1, above, shall be for the Company’s own use and enjoyment, and for the use and enjoyment of Company’s
successors, assigns or other legal representatives, as fully and entirely as the same would have been held and enjoyed by Assignor if
this assignment of the Assigned IP had not been made.
(b) Assignor represents
and warrants that all of the Assigned IP is exclusively owned by Assignor, free and clear of any encumbrances.
(c) Assignor agrees
to perform all commercially reasonable acts deemed necessary or desirable by the Company to permit and assist the Company, at the Company’s
expense, in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in the Assigned IP. Such acts
may include, but are not limited to, execution of documents and assistance or cooperation (i) in the filing, prosecution, registration,
and memorialization of assignment of any applicable patents, copyrights, trademark, mask work, or other applications, (ii) in the enforcement
of any applicable patents, copyrights, trademark, mask work, moral rights, trade secrets, or other proprietary rights, and (iii) in other
legal proceedings related to the Assigned IP.
4. Investment
Representations; Restrictions on Transfer.
In connection with the purchase
of the Shares, the Assignor represents to the Company the following:
(i) The Assignor is
aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision to acquire the Shares. The Assignor is purchasing these Shares for investment for the Assignor's own
account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the
Securities Act of 1933, as amended (the "Securities Act").
(ii) The Assignor acknowledges
and understands that the Shares constitute "restricted securities" under the Securities Act and must be held indefinitely unless
they are subsequently registered under the Securities Act or an exemption from such registration is available. The Assignor further acknowledges
and understands that the Company is under no obligation to register the Shares. The Assignor understands that the certificate evidencing
the Shares will be imprinted with a legend which prohibits the transfer of the Shares unless they are registered or such registration
is not required in the opinion of counsel satisfactory to the Company.
(iii) The Assignor is
familiar with the provisions of Rule 144, promulgated under the Securities Act, which, in substance, permit limited public resale of securities
acquired, directly or indirectly, from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions.
The Assignor acknowledges that in the event all of the requirements of Rule 144 are not met, compliance with Regulation A or some other
registration exemption will be required; and that although Rule 144 is not exclusive, the staff of the Commission has expressed its opinion
that persons proposing to sell private placement securities other than in a registered offering and other than pursuant to Rule 144 will
have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that
such persons and the brokers who participate in the transactions do so at their own risk.
5. Legends.
The share certificate evidencing the Shares issued hereunder shall be endorsed with the following legends (in addition to any legend required
under applicable state securities laws):
THE SHARES REPRESENTED BY THIS CERTIFICATE
HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION
MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
6. Adjustment
for Stock Split. All references to the number of Shares and the purchase price of the Shares in this Agreement shall be appropriately
adjusted to reflect any stock split, stock dividend or other change in the Shares which may be made by the Company after the date of this
Agreement.
7. General
Provisions.
(a) This
Agreement shall be governed by the laws of the State of Nevada. This Agreement represents the entire agreement between the parties with
respect to the purchase of Common Stock by the Assignor and may only be modified or amended in writing signed by both parties.
(b) Any
notice, demand or request required or permitted to be given by either the Company or the Assignor pursuant to the terms of this Agreement
shall be in writing and shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid,
and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may
request by notifying the other in writing.
(c) The
rights and benefits of the Company under this Agreement shall be transferable to any one or more persons or entities, and all covenants
and agreements hereunder shall inure to the benefit of and be enforceable by the Company's successors and assigns. The rights and obligations
of the Assignor under this Agreement may only be assigned with the prior written consent of the Company.
(d) Either
party's failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision
or provisions, nor prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted both
parties herein are cumulative and shall not constitute a waiver of either party's right to assert all other legal remedies available to
it under the circumstances.
(e) The
Assignor agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent
of this Agreement.
IN WITNESS WHEREOF, the parties
have duly executed this Agreement as of the day and year first set forth above.
| REMSLEEP HOLDINGS, INC. |
ASSIGNOR: |
| a Nevada corporation |
|
| By: |
|
|
|
| Title: |
Thomas J. Wood, CEO |
|
Thomas J. Wood |
EXHBIT A
INTELLECTUAL PROPERTY RIGHTS IN PATENTS
| [ ] |
|
Application No. |
|
Patent No. |
|
Earliest
Publication No. |
|
Attorney
Docket No. |
|
Status Date |
|
Filing or
371(c) Date |
| [ ] |
|
15/595,990 |
|
10987481 |
|
US 2017-0368285 A1 |
|
3948.0 |
|
04-07-2021 |
|
05-16-2017 |
| [ ] |
|
29/763,547 |
|
D985115 |
|
- |
|
3948.1 |
|
04-12-2023 |
|
12-23-2020 |
| [ ] |
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17/215,589 |
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- |
|
US 2021-0213229 A1 |
|
3948.2 |
|
08-22-2021 |
|
03-29-2021 |
| [ ] |
|
29/776,221 |
|
- |
|
- |
|
3948.3 |
|
04-19-2021 |
|
03-29-2021 |
| [ ] |
|
18/092,218 |
|
- |
|
US 2023-0149653 A1 |
|
3948.4 |
|
02-10-2023 |
|
12-31-2022 |
| [ ] |
|
29/869,485 |
|
- |
|
- |
|
3948.5 |
|
01-16-2023 |
|
12-31-2022 |
-4-
v3.23.2
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
| Name: |
dei_CurrentFiscalYearEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:gMonthDayItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 2 such as Street or Suite number
| Name: |
dei_EntityAddressAddressLine2 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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