Current Report Filing (8-k)
May 07 2021 - 5:14PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 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): May 3, 2021
New You, Inc.
(Exact name of the registrant
as specified in its charter)
Nevada
(State or other jurisdiction
of incorporation or organization)
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000-52668
(Commission
File Number)
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26-3062661
(IRS Employer
Identification Number)
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6351 Yarrow Drive, Ste E, Carlsbad, California
92011
(Address of principle
executive offices) (Zip code)
Registrant’s telephone
number, including area code: 800-260-9062
3246 Grey Hawk
Court, Carlsbad, CA 92010
(Former name or address
if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title
of each class:
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Trading
symbol:
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Name
of each exchange
on which registered:
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None
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n/a
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n/a
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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 check mark 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. ☐
Section 1. –
Registrant's Business and Operations
Item 1.01 - Entry
into a Material Definitive Agreement
On May 3, 2021, we entered
into an Exchange Agreement (the “Agreement”) with ST Brands, Inc., a Wyoming corporation (“STB”), and the shareholders
of STB (each a “Shareholder” and collectively the “Shareholders”). Under the Agreement, we acquired
all of the issued and outstanding common stock of STB in exchange for our issuance to the Shareholders of shares of our newly-designated
Series A Preferred Stock. The class of Series A Preferred Stock consists of 4,500,000 shares of preferred stock convertible to our common
stock at a ratio of 100 for 1. As a whole, all designated shares of Series A Preferred are convertible to approximately the cumulative
equivalent of ninety percent (90%) of our issued and outstanding share capital as of May 3, 2021. The Agreement contemplates that our
existing business and assets will remain and continue under our ownership following the closing of the Closing.
Shares of Series A Preferred
Stock shall be issuable to the Shareholders under the Agreement upon each of several contemplated Closings, each Closing to take place
upon our receipt of audited financial statements reflecting certain levels of annual revenue earned by STB and/or Acquired Material Businesses,
as defined in the Exchange Agreement and as described in Exhibit B thereto. Up to 4,500,000 shares of Series A Preferred Stock may be
issued to the Shareholders, with all Closings to occur on or before April 30, 2021. Under the Initial Closing on the date of the Agreement,
we issued 500,000 shares of Series A Preferred Stock to the Shareholders.
The Exchange Agreement
is filed herewith as Exhibit 10.1
Item 3. Securities
and Trading Matters.
Item 3.02. Unregistered
Sales of Equity Securities.
On May 3, 2021, as described
in Item 1.01, above, we issued 500,000 shares of our Series A Preferred Stock to the shareholders of STB under the Agreement, with additional
issuances of up to a total of 4,500,000 shares of Series A Preferred Stock to be made if and when called for under the terms of the Agreement.
The issuance was exempt under Section 4(a)(2) of the Securities Act as transaction not involving a public offering, as we issued preferred
stock to a sole shareholder of STB in a private transaction and did not engage in any advertising or general solicitation with the regard
to the transaction.
Item 5. Corporate
Governance and Management.
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 6, 2021, pursuant
to the terms of the Agreement, the Board of Directors (the “Board”) of the Company appointed Jason Frankovich to serve as
the new Executive Chairman of the Board.
Jason Frankovich,
age 46, is our new Executive Chairman of the Board of Directors. Since 2012, Mr. Frankovich has served as Founder and principal
executive of ST Biosciences, a holding company for cannabis-related companies, where he oversees operations and business
development. From 2008 - 2013, he served as partner and trade finance coordinator at the Atlas Investments group, where he
specialized in project management of commercial real estate and multi-family investment portfolios. From 2012-2015, he served as
partner in New York City-based Hard Beverages and Jetset in New York, a lifestyle beverage company. Previously, he served as Head of
Commercial Banking for Concord Bankers and as Marketing Special Assistant at Ameriquest Mortgage Bankers.
Mr. Frankovich
has no family relationships with any of the Company’s directors or executive officers. Mr. Frankovich is the principal of ST
Labs, LLC, the sole shareholder of STB, which we acquired under the Agreement as described in Item 1.01, above. Mr. Frankovich has
not had any other direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
Item 5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 6, 2021, we filed
a Certificate of Designation for our newly-designated Series A Preferred Stock with the Secretary of State of the State of Nevada (the
“Secretary of State”). The class of Series A Preferred Stock (“Series A”) consists of four million five hundred
thousand (4,500,000) shares, par value $0.00001 per share.
Conversion: Each
share of Series A shall be convertible at the option of the holders thereof, and without the payment of additional consideration, at any
time, into shares of our common stock at a conversion rate of one hundred (100) shares of common stock for every one (1) share of Series
A held (the “Conversion Rate”), subject to adjustment as set forth in the Certificate of Designation. The Conversion Rate
is subject to pro-rata downward adjustment based on the number of shares of common stock (or common stock equivalents) issued in the future
by us for the acquisition of Acquired Material Businesses within the meaning of the Agreement. The Conversion Rate is also subject to
adjustment for stock splits, reverse splits, share dividends, and similar corporate actions.
Ranking: Shares
of Series A shall, with respect to rights on liquidation, winding up and dissolution, rank pari passu to our common stock, par
value $0.00001 per share, and any other classes of capital stock.
Voting Rights:
Each share of Series A shall vote on an as-converted basis with the common stock or other equity securities, resulting in 100 votes per
one share of Series A Preferred Stock.
The foregoing description
of the Series A does not purport to be complete and is qualified in its entirety by reference to the provisions of the Certificate of
Designation which is filed herewith as Exhibit 10.1.
SECTION
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
Exhibit No.
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Description
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3.1
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Certificate of Designation for Series A Preferred Stock
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10.1
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Exchange Agreement with ST Brands, Inc.
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned
hereunto duly authorized.
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New You, Inc.
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Date: May 7, 2021
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By: /s/ Ray Grimm, Jr.
Ray Grimm, Jr.
Chief Executive Officer
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