Amended Current Report Filing (8-k/a)
November 12 2020 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): October 13, 2020
FRESH PROMISE
FOODS, INC.
(Exact name
of registrant as specified in its charter)
Nevada
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000-24723
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88-0393257
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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3416 Shadybrook
Drive
Midwest
City, OK 73110
(Address of
principal executive offices)
405-733-1567
Registrant’s
telephone number, including area code
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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Section 3 – Securities
and Trading Markets
Item 3.03 Material Modification
to Rights of Security Holders
On October 13, 2020, in a resolution
signed by the Board of Directors and Series A shareholders, the company moved to reduce its authorized shares of Series A Preferred
Stock from 69,999,990 shares authorized to 10,000,000 total authorized shares of Series A Preferred Stock.
Pursuant to the terms of the Series
A Preferred Stock Certificate of Designation, the holders of Series A Preferred Stock, voting separately as a class, shall have
the right to vote on all shareholder matters equal to 66 2/3% of the total shareholder vote.
Section 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 October 13, 2020, the company
appointed Ryan Dolder, age 43, as its Chief Financial Officer and a member of its Board of Directors.
Mr. Dolder has significant beverage
industry experience, having worked with leading international brands and bar/restaurant groups, responsible for managing, purchasing
and negotiating with global distributors. Amongst others, he has held management positions with both Rande Gerber’s Midnight
Oil Group, which launched Casamigos Tequila with George Clooney, and Bortz Entertainment Group. Mr. Dolder founded Human Brands
in 2014. He has a double major in marketing and computer science from the University of Notre Dame.
The company also appointed Janon
Costley, age 47, as its Chief Operating Officer and a member of its Board of Directors.
Mr. Costley brings more than two
decades of experience in operations, business development and sales and marketing. Initially starting out in the fashion industry,
Mr. Costley worked with leading brands including Converse, Sketchers, FIFA, MCM and Pony in both supplier and licensing partner
capacities. Mr. Costley co-founded The Brand Liaison, which ultimately led him to the beverage industry. He subsequently served
as CEO of Village Tea Company, founded Affinity Beverage Group, STI Signature Spirits Group and CapCity Beverage LLC.
Item 5.03 – Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 4, 2020, the
company’s Certificate of Amendment to its Nevada Articles of Incorporation, which Certificate of Amendment included the
above referenced provisions, was approved by the Nevada Secretary of State.
In addition to the above
referenced matters, the company’s name was changed to Rogue One, Inc., and the company elected to effect a 1-for-200 reverse
stock split of the shares of the company’s Common Stock, either issued and outstanding or held by the Company as treasury
stock, effective as of 5:00 p.m. (Nevada time) on November 23, 2020 (the “Reverse Stock Split”). As reported below
under Item 5.07 of this Current Report on Form 8-K, the Company held a special meeting of stockholders on October 13, 2020, at
which meeting the Company’s stockholders, by an affirmative vote of the Board of Directors and a majority of the Company’s
outstanding voting shares of capital stock, approved the amendment to the Company’s Restated Articles of Incorporation (the
“Articles of Incorporation”) to effect the Reverse Stock.
As a result of the Reverse
Stock Split, every two hundred (200) shares of issued and outstanding Common Stock will be automatically combined into one issued
and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued as a
result of the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split will
be rounded up to the next full. The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from 10,039,186,066
shares to approximately 50,195,931 shares, subject to adjustment for rounding up fractional shares. The number of authorized shares
of Common Stock under the Certificate of Incorporation was also lowered to a total of 1,000,000,000 authorized shares.
The Common Stock will begin
trading on a reverse stock split-adjusted basis on or about November 24, 2020.
The company will apply for
a new CUSIP number for its Common Stock. The company will also apply with FINRA for a new trading symbol.
Item 5.07 Submission of
Matters to a Vote of Security Holders.
Pursuant to Section 78.320(2)
of the Nevada Revised Statutes, as amended (“NRS”), which statute provides that “[…] any action required
or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written
consent thereto is signed by stockholders holding at least a majority of the voting power;” the above reference provisions
were adopted by written consent, without a meeting, by shareholders representing 65% of the voting control of the company.
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.
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FRESH PROMISE
FOODS, INC.
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Date: November 10, 2020
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By:
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/s/
Joe E. Poe Jr.
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Name:
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Joe E. Poe Jr.
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Title:
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CEO
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