Current Report Filing (8-k)
May 01 2023 - 4:44PM
Edgar (US Regulatory)
0001740797
false
0001740797
2023-04-27
2023-04-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): April
27, 2023
TREND INNOVATIONS HOLDING INC.
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction of incorporation
or organization)
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333-225433
(Commission
File Number)
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38-4053064
(I.R.S. Employer Identification Number)
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c/o Eastbiz.com, Inc 5348 Vegas Drive, Las Vegas,
NV 89108
(Address and telephone number of principal executive
offices)
(Issuer’s telephone number)
(866) 533-0065
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 Instructions
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))
Indicate by check mark whether the registrant is an
emerging growth company as defined in 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.
Securities registered pursuant to Section 12(b) of
the Act: Not applicable.
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Name of each exchange on which registered |
Not applicable |
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____________________________________________________________________________________
| Item 1.01 | Entry Into a Material Definitive Agreement. |
| Item 3.02 | Unregistered Sales of Equity Securities |
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers;
Compensatory Arrangements of Certain Officers.
On April 27, 2023, Trend Innovations Holding
Inc. (the “Company”) and Paul Averill entered into an Employment Agreement pursuant to which Mr. Averill was retained as Chief
Operating Officer (“COO”).
In consideration for serving as COO,
Mr. Averill will receive an annual base salary of $600,000 payable in shares of common stock of the Company (the “COO
Shares”), which shall be increased to $1,200,000 upon the Company up-listing to a national exchange. The COO Shares will be
paid on a quarterly basis at the beginning of each quarter, prorated for partial quarters. The number of COO Shares to be issued on
a quarterly basis shall be determined by dividing $150,000 (which is the quarterly pay for three months) by the Company’s
20-day VWAP. Mr. Averill shall be paid a one-time $150,000 cash payment no later than thirty (30) days after the Company raises
sufficient equity financing or other working capital.
Mr. Averill is an accomplished technology
and operational entrepreneur who excels at developing and executing growth strategies for venture and private equity-backed companies.
He has extensive experience in building and managing high performance teams that tackle market challenges in creative and innovative ways.
From August 2022 to present, Mr. Averill served as the acting CEO of Wired4Tech, Inc., an information
technology services and software development company providing a range of technology services including application development, public/private
cloud development, outsourcing, performance testing and tuning. Parallel to Wired4Tech, Inc Mr. Averill is acting President and
COO of SOS Technologies, LLC, a crisis notification and response-time mitigation, threat surveillance and workplace safety platform. From
2011 to 2022, Mr. Averill was the founder of Wired4Health Inc., a full-service healthcare technology services company focused on data
integration, any-to-any data transformation, technology risk assessment, due diligence, data-driven customer product implementations and
software development. Wired4Health has implemented data-driven applications for over 3,000+ healthcare organizations and maintains in
excess of 25,000 data feeds supporting 123 million unique patients.
The above offers and sales of the COO Shares
were made to Mr. Averill, an accredited investor, and the Company relied upon the exemptions contained in Section 4(a)(2) of the Securities
Act of 1933, as amended (the “1933 Act”), with regards to the sales. No advertising or general solicitation was employed in
offerings the securities. The offer and sale were made to an accredited investors and transfer of the securities was restricted by the
Company in accordance with the requirements of the 1933 Act.
The foregoing is only a brief description
of the material terms of the above corporate actions and agreements, and does not purport to be a complete description of the rights
and obligations of the parties under those agreements, and such descriptions are qualified in their entirety by reference to the agreements
which are filed as exhibits to this Current Report.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Dated: May 1, 2023 |
TREND INNOVATIONS HOLDING INC. |
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By: |
/s/ |
Vitalis Racius |
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Name: |
Vitalis Racius |
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Title: |
Treasurer, Director, Principal Financial and Accounting Officer |
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