Item 5.01 Changes in Control of Registrant.
Effective
Each one (1) share of the Series B Preferred Stock has voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding Common Stock and Preferred Stock eligible to vote at the time of the respective vote (the "Numerator"), divided by (y) 0.49, minus (z) the Numerator. For the avoidance of doubt, if the total issued and outstanding Common Stock eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series B Preferred Stock shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) - (0.019607 x 5,000,000) = 102,036). This formula means that the holder of 51 shares of our Series B Preferred Stock holds the majority "control block" and is able to exercise significant control over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This could delay or prevent an outside party from acquiring or merging with our Company even if our other stockholders want it to occur.
As a result of the
The following table sets forth, as of today's date, certain information
regarding the beneficial ownership of the shares of Common Stock by: (i) each
person who, to the Company's knowledge, beneficially owns 5% or more of the
shares of Common Stock and (ii) each of the Company's directors and "named
executive officers." As of
Name and address of beneficial owner Percent of Title of class and nature of beneficial ownership Amount class Officers, Directors, and Beneficial Owners Preferred Old Sawmill Partners, LLC (1) 51 100 % Common Terry L. Stein, Interim CEO, President, CFO, and President (2) 0 0 % Common Terry L. Stein, Sole Director (3) 0 0 % Total Officers and Directors: Preferred 0 0 % Total Officers and Directors: Common 0 0 % 2 (1) The 51 shares of Series B Preferred Stock, which provides for 51% voting control of the Company, is held byOld Sawmill Partners, LLC . The shares were acquired onJuly 5, 2022 from a default in an underlying Promissory Note. (2)Terry L. Stein , Interim CEO, President, CFO, and Secretary was elected onJuly 7, 2022 by Unanimous Written Consent of the current holder of 51 shares of Series B Preferred Stock representing 51% voting control of the Company. (3)Terry L. Stein , Sole Director, was elected onJuly 7, 2022 by Unanimous Written Consent of the current holder of 51 shares of Series B Preferred Stock representing 51% voting control of the Company.
The above table reflects share ownership as of the Record Date, and after giving effect to the transactions that took place on the Default Date. Each share of Common Stock has one vote per share on all matters submitted to a vote of our shareholders.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
On
Name Age Position(s) Terry L. Stein72 Sole Director Terry L. Stein 72 Interim CEO, President, CFO and Secretary
The Company has not entered into any material plan, contract or arrangement (whether or not written) with its new director.
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