|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Everest Hill Group Inc.
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
00
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
British Virgin Islands
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
13,940,981
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
13,940,981
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
13,940,981
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
59.63%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
|
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Wayne Quasha
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
00
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Australia
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
13,940,981
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
13,940,981
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
13,940,981
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
59.63%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
|
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Q Management Services (PTC) Ltd.
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
00
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
British Virgin Islands
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
13,940,981
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
13,940,981
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
13,940,981
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
59.63%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
|
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Vicali Services (BVI) Inc.
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
00
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
British Virgin Islands
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
13,940,981
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
13,940,981
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
13,940,981
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
59.63%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
|
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Susan V. Demers
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
00
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
13,940,981
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
13,940,981
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
13,940,981
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
59.63%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
|
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Andrea J. Douglas
|
|
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒
|
|
|
(b)
|
☐
|
|
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
00
|
|
|
|
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
|
|
|
|
|
|
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
New Zealand
|
|
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|
|
|
|
8
|
SHARED VOTING POWER
|
|
|
|
13,940,981
|
|
|
|
|
|
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
|
|
|
|
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
|
13,940,981
|
|
|
|
|
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
13,940,981
|
|
|
|
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
|
|
|
|
|
|
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
59.63%
|
|
|
|
|
|
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
|
|
|
|
|
|
Item 1.
|
Security and Issuer.
|
The title of the class of equity securities to which this statement relates is common stock, $0.0005 par value (the “Common
Stock”), of ARC Group Worldwide, Inc. (the “Issuer”), whose principal executive offices are located at 810 Flightline Blvd., Deland, FL 32724.
|
Item 2.
|
Identity and Background.
|
This statement on Schedule 13D/A (the “Statement”) is being jointly filed by each of the following persons (being herein
collectively referred to as the “Reporting Persons”) pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), with respect to the Common Stock: Everest Hill Group Inc., a British Virgin Islands company (“Everest”)
Wayne Quasha (“Quasha”), Q Management Services (PTC) Ltd., a British Virgin Islands private trust company (Q Management), Vicali Services (BVI) Inc., a British Virgin Islands company (“Vicali”), Susan V. Demers, a United States citizen (“Demers”),
and Andrea J. Douglas, a citizen of New Zealand (“Douglas”).
The Reporting Persons are making a single joint filing pursuant to Rule 13d-1(k)(1) of the Act.
The Reporting Persons are filing this Statement because they may be deemed to be a “group” within the meaning of Section 13(d)(3)
of the Act, with respect to the transaction described in Item 4 of this Statement. Except as expressly otherwise set forth in this Statement, each Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by
any other Reporting Person or any other person in the group. Each of Q Management, Vicali, Demers and Douglas disclaim any beneficial ownership interest in shares of the Issuer owned directly or indirectly by Everest Hill Group.
On October 9, 2011, Phyllis Quasha ceased to beneficially own all of the shares of Everest f/k/a Brean as a result of her death.
During her lifetime Mrs. Quasha settled the Everest Trust under which she was the ultimate beneficial owner of Everest. Q Management served as the Trustee of the Everest Trust. Subsequent to Mrs. Quasha’s death, Wayne Quasha settled a new Everest
Trust, which has three sub-trusts, the AQ Everest Trust, the JQ Everest Trust and the WQ Everest Trust of which Wayne Quasha is the settlor. Mr. Wayne Quasha appointed the assets from the Everest Trust to the new Everest Trust and its sub- trusts
and retains a right to revoke these trusts, making him the ultimate beneficial owner of Everest. Q Management, as Trustee of the AQ Everest Trust, the JQ Everest Trust and WQ Everest Trust now owns all of the shares of Everest which controls Carret
P.T., LP, Evansville Limited, Herbard Limited, AE Capital Ltd., QMP Holdings Corp and QTS Holding Corp. Vicali Services (BVI) Inc, a British Virgin Islands company (“Vicali”), is the sole director of Everest and Q Management, and Susan V. Demers, a
United States citizen (“Demers”), and Andrea J. Douglas, a citizen of New Zealand (“Douglas”), are the directors of Vicali. Wayne Quasha, an Australian citizen, ultimately beneficially owns all of the shares of Everest, and as such, is in a
position, indirectly, to determine the investment and voting positions made by Everest. Carret P.T., LP is a Delaware limited partnership of which BMCC LLC serves as the general partner and Everest serves as the sole limited partner. Everest
holds its interest in the issuer through Carret P.T., LP, Evansville Limited, Herbard Limited, AE Capital Ltd., QMP Holdings Corp and QTS Holding Corp.
Mr. Wayne Quasha, , an Australian citizen, is indirectly in a position to determine the investment and voting determinations over
the shares of Common Stock of the Issuer held by Everest, and he is therefore deemed to be a beneficial owner of the shares of Common Stock of the Issuer.
Vicali, is the sole director of Everest and Demers and Douglas are the directors of Vicali and each of them have voting power
over Vicali and thus power over investment and voting determinations made by Everest. As such, each of Vicali, Demers and Douglas are therefore deemed to be beneficial owners of the shares of Common Stock of the Issuer. Each of Vicali, Demers and
Douglas disclaim any beneficial ownership interest in the Common Stock owned by Everest.
The principal business address and principal business or occupation of each Reporting Person is as follows:
|
Name and Business Address
|
Principal Business or Occupation
|
|
|
|
|
Everest Hill Group Inc.
|
Investment holding company
|
Tropic Isle Building
P.O. Box 3331
Road Town, Tortola
British Virgin Islands VG 1110
Lyford Suites, Suite 12
Lyford Cay Club
Nassau, New Providence
The Bahamas
|
Q Management Services (PTC) Ltd.
|
Private Trust Company
|
Tropic Isle Building
P.O. Box 3331
Road Town, Tortola
British Virgin Islands VG 1110
|
Vicali Services (BVI) Inc.
|
Company administration
|
Tropic Isle Building
P.O. Box 3331
Road Town, Tortola
British Virgin Islands VG 1110
Tropic Isle Building
P.O. Box 3331
Road Town, Tortola
British Virgin Islands VG 1110
|
Andrea J. Douglas
|
Accountant
|
Tropic Isle Building
P.O. Box 3331
Road Town, Tortola
British Virgin Islands VG 1110
During the past five years, no Reporting Person and, to the knowledge of the Reporting Persons, none of the executive officers or
directors of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
|
Item 3.
|
Source or Amount of Funds or Other Consideration.
|
As described in Item 5(c) below, Everest purchased 1,582,283 shares of Common Stock for an aggregate purchase price of $783,214
and financed the purchases through cash on hand. The purchases were made through AE Capital Ltd., which is controlled by Everest.
|
Item 4.
|
Purpose of Transaction.
|
The Reporting Persons acquired the shares of Common Stock of the Issuer for general investment purposes. The Reporting Persons
will continuously evaluate their ownership of Common Stock and the Issuer’s business and industry. Depending on market conditions and other factors that the Reporting Persons may deem material to their investment decision, including the
availability of other investment opportunities, each Reporting Person may from time to time acquire additional shares of Common Stock that such Reporting Person now owns or may hereafter acquire.
Without limitation of the foregoing (and consistent with their investment purpose), the Reporting Persons will continue to
consider alternative courses of action and will in the future take such actions with respect to their investment in the Issuer as they deem appropriate in light of the circumstances existing from time to time. Such actions, in addition to that
discussed above, may include making recommendations to members of management concerning various business strategies, acquisitions, policies, seeking to acquire control of the Issuer through a merger, proxy solicitation, tender offer, significant
equity investment, exchange offer or otherwise, or such other actions as the Reporting Persons may deem appropriate.
|
Item 5.
|
Interest in Securities of the Issuer.
|
(a) The Reporting Persons may be deemed to be a group according to the rules under the Act, and as such a group, may be deemed to
beneficially own an aggregate of 13,731,586 shares of Common Stock as of June 6, 2019, which was approximately 58.74% of the outstanding Common Stock on such date (all computations of the percentage of Common Stock set forth herein are based on a
total of 23,377,256 shares of Common Stock outstanding as of June 6, 2019 as reported in the Issuer’s 10-Q statement, as filed with the Securities and Exchange Commission on May 17,2019). As of June 6, 2019, each Reporting Person beneficially owns
the following number of shares of Common Stock as such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended:
|
Name of Filing Person
|
|
Shares Beneficially Owned
|
|
|
Percent of Outstanding
|
|
|
|
|
|
|
|
|
|
|
Everest Hill Group Inc.
|
|
|
13,940,981
|
|
|
|
59.63
%
|
|
|
Wayne Quasha
|
|
|
13,940,981
|
|
|
|
59.63
%
|
|
|
Q Management Services (PTC) Ltd.*
|
|
|
13,940,981
|
|
|
|
59.63
%
|
|
|
Vicali Services (BVI) Inc.*
|
|
|
13,940,981
|
|
|
|
59.63
%
|
|
|
Susan V. Demers*
|
|
|
13,940,981
|
|
|
|
59.63
%
|
|
|
Andrea J. Douglas*
|
|
|
13,940,981
|
|
|
|
59.63
%
|
|
*Disclaims Beneficial Ownership.
(b) Everest is deemed to have the power to vote or to direct the vote of, and to dispose or direct the disposition of, the Common
Stock of the Issuer beneficially owned by Everest. Because of their relationship to Everest as identified in Item 2 above, each of Wayne Quasha, Vicali, Demers and Douglas share voting and dispositive power with regard to the Common Stock owned by
Everest and, therefore, may be deemed to have indirect beneficial ownership of the Common Stock of the Issuer owned by Everest. Each of Q Management, Vicali, Demers and Douglas disclaim any beneficial ownership interest in the Common Stock of the
Issuer owned through Everest.
(c) The following transactions were effective by the identified parties since the filing of a Schedule 13d by such parties on
June 6, 2019:
|
Reporting Person
|
Date
|
Buy/Sell
|
Number of Shares
|
|
Price Per Share
|
|
|
|
|
|
|
|
|
|
|
Everest Hill Group
|
7-Jun-19
|
Buy
|
209,395 shares
|
|
$
|
.4995
|
|
|
Everest Hill Group
|
6-Jun-19
|
Buy
|
960,000 shares
|
|
$
|
.4916
|
|
|
Everest Hill Group
|
5-Jun-19
|
Buy
|
270,000 shares
|
|
$
|
.4995
|
|
|
Everest Hill Group
|
4-Jun-19
|
Buy
|
45,000 shares
|
|
$
|
.5000
|
|
|
Everest Hill Group
|
3-Jun-19
|
Buy
|
40,000 shares
|
|
$
|
.4987
|
|
|
Everest Hill Group
|
31-May-19
|
Buy
|
40,000 shares
|
|
$
|
.5089
|
|
|
Everest Hill Group
|
29-May-19
|
Buy
|
3,000 shares
|
|
$
|
.4930
|
|
|
Everest Hill Group
|
28-May-19
|
Buy
|
3,000 shares
|
|
$
|
.4940
|
|
|
Everest Hill Group
|
24-May-19
|
Buy
|
4,000 shares
|
|
$
|
.5100
|
|
|
Everest Hill Group
|
23-May-19
|
Buy
|
87 shares
|
|
$
|
.4900
|
|
|
Everest Hill Group
|
21-May-19
|
Buy
|
6,000 shares
|
|
$
|
.5150
|
|
|
Everest Hill Group
|
20-May-19
|
Buy
|
1,801 shares
|
|
$
|
.4900
|
|
All other transactions listed above relating to Everest were effected on the NASDAQ Capital Market.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Alan G. Alan Quasha, Chairman of the Board and Chief Executive Officer of the Issuer, is a contingent beneficiary of one of the
trusts that owns Everest Hill Group, however, Mr. Quasha does not directly or indirectly have any current economic ownership interest in the shares of the Issuer owned by the Everest Hill Group and does not have any power to vote such shares and
does not directly or indirectly have any power, authority or control over disposition of such shares.
Except as described herein, none of the Reporting Persons, and none of the executive officers or directors of the Reporting
Persons, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer,
finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person
voting or vestment power over securities of the Issuer.
|
Item 7.
|
Material to Be Filed as Exhibits.
|
|
Exhibit 99.1
|
Joint Filing Agreement, by and among Everest Hill Group Inc., Wayne Quasha, Q Management Services (PTC) Ltd., Vicali Services (BVI Inc., Susan V. Demers and
Andrea J. Douglas, dated as of June 7, 2019.
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement
is true, complete and correct.
Everest Hill Group Inc. /
Q Management Services (PTC) Ltd.
By: Vicali Services (BVI) Inc.
Its Director
|
|
Name: Susan V. Demers
|
|
|
Title: Director
|
|
|
By:
|
/s/
Andrea J. Douglas
|
|
|
|
Name: Andrea J. Douglas
|
|
|
Title: Director
|
|
/s/
Wayne Quasha
|
|
|
Name: Wayne Quasha
|
|
|
|
|
|
June 7, 2019
|
|
Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).
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