Bioethics, Ltd. (OTCMKTS:BOTH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.4
Dividend Policy
Our dividend policy is determined by our Board of Directors and depends upon a number of factors, including our financial condition and performance, its cash needs and expansion plans, income tax consequences, and the restrictions that applicable laws and any credit or other contractual arrangements may then impose. Bioethics has not paid any cash dividends on the common stock and does not anticipate paying a cash dividend on our common stock in the foreseeable future.
DESCRIPTION OF SECURITIES
The following description of our common stock and provisions of our articles of incorporation and our bylaws, in effect as of the completion of the Asset Transfer, are summaries and are qualified by reference to the articles of incorporation, as amended and restated and the bylaws. The Amended and Restated Articles of Incorporation are filed as Exhibit 3.3 to this Current Form 8-K.
Our current authorized capital stock consists of two hundred seventy five million (275,000,000) shares of stock consisting of (a) two hundred fifty million (250,000,000) shares of common stock, par value, $0.001 per share (the “Common Stock”) and (b) twenty five million shares (25,000,000) of preferred stock (the “Preferred Stock”).
Common Stock
Holders of common stock are entitled to one vote per share on each matter submitted to a vote at any meeting of stockholders. Shares of common stock do not carry cumulative voting rights and, therefore, holders of a majority of the outstanding shares of common stock will be able to elect the entire board of directors, and, if they do so, minority stockholders would not be able to elect any members to the board of directors. Our board of directors has authority, without action by the stockholders, to issue all or any portion of the authorized but unissued shares of common stock, which would reduce the percentage ownership of the stockholders and which may dilute the book value of the common stock.
Shareholders have no pre-emptive rights to acquire additional shares of common stock. The common stock is not subject to redemption and carries no subscription or conversion rights. In the event of liquidation, the shares of common stock are entitled to share equally in corporate assets after satisfaction of all liabilities. The shares of common stock, when issued, will be fully paid and non-assessable. We currently do not accumulate money on a regular basis in a separate custodial account, commonly referred to as a sinking fund, to be used to redeem debt securities.
Holders of common stock are entitled to receive dividends as the board of directors may from time to time declare out of funds legally available for the payment of dividends. We have not paid dividends on common stock and do not anticipate that we will pay dividends in the foreseeable future.
Preferred Stock
We are authorized to issue twenty-five million shares (25,000,000) of Preferred Stock. Our amended and restated articles of incorporation provide that our board of directors has the authority, without action by the stockholders, to designate and issue shares of preferred stock in one or more classes or series, and the number of shares constituting any such class or series, and to fix the voting powers, designations, preferences, limitations, restrictions and relative rights of each class or series of preferred stock, including, without limitation, dividend rights, dividend rates, conversion rights, exchange rights, voting rights, rights and terms of redemption, dissolution preferences, and treatment in the case of a merger, business combination transaction, or sale of the Company’s assets substantially in their entirety, which rights may be greater than the rights of the holders of the common stock.
The issuance of the shares of Preferred Stock may be in one or more series, and by filing a certificate to the applicable law of the State of Nevada, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:
(1) The number of shares constituting that series and distinctive designation of that series;
(2) The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which dates or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;
(3) Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;
(4) Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board shall determine;
(5) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;
(6) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;
(7) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company, and the relative rights of priority, if any, of payment of share of that series;
(8) Any other relative or participation rights, preferences and limitations of that series;
(9) If no shares of any series of Preferred Stock are outstanding, the elimination of the designation, powers, preferences, and right of such shares, in which event such shares shall return to their status as authorized but undesignated Preferred Stock.
The issuance of preferred stock may adversely affect the holders of our Common Stock by restricting dividends on the Common Stock, diluting the voting power of the Common Stock or subordinating the dividend or liquidation rights of the Common Stock. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the market price of our Common Stock.
Dividends
Our dividend policy is determined by our Board of Directors and depends upon a number of factors, including our financial condition and performance, its cash needs and expansion plans, income tax consequences, and the restrictions that applicable laws and any credit or other contractual arrangements may then impose. We have not paid any cash dividends on our common stock and at the current time we do not anticipate paying a cash dividend on our common stock in the foreseeable future. We did not declare or pay any cash dividends on our common stock during the past two fiscal years.
LEGAL PROCEEDINGS
Other than as stated herein, we are not a party to any other legal proceedings, other than ordinary litigation incidental to our business. Although no assurances can be given about the final outcome of pending legal proceedings, at the present time we are not a party to any legal proceeding or investigation that, in the opinion of management, is likely to have a material adverse effect on our business, financial condition or results of operations.
There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial shareholder of more than five percent of voting securities, is an adverse party or has a material interest adverse to the above-mentioned companies’ interest.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Nevada law provides that a Nevada corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed proceeding, except an action by or in the right of the Company, by reason of the fact that such person is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the proceeding, if such person:
•is not liable for breach of his or her fiduciary duties to the Company; or
•acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
In addition, a Nevada corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by such person in connection with the defense or settlement of the action, if he or she:
•is not liable for breach of his or her fiduciary duties to the Company; or
•acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company.
Under Nevada law, indemnification may not be made for any claim as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that a court of competent jurisdiction
determines that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any non-derivative proceeding or any derivative proceeding, or in defense of any claim, issue or matter therein, the Company shall indemnify such person against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense.
Further, Nevada law permits a Nevada corporation to purchase and maintain insurance or to make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or other enterprise for any liability asserted against him or her and liability and expenses incurred by him or her in his or her capacity as a director, officer, employee or agent, or arising out of his or her status as such, whether or not the Company has the authority to indemnify such person against such liability and expenses.
The Bylaws of the Company require that the Company indemnify and hold harmless each person and his heirs and administrators who shall serve at any time hereafter as a Director or officer of the Company from and against any and all claims, judgments and liabilities to which such persons shall become subject by reason of his having heretofore or hereafter been a Director or officer of the Company, or by reason of any action alleged to have heretofore or hereafter taken or omitted to have been taken by him as such Director or officer, and shall reimburse
each such person for all legal and other expenses reasonably incurred by him in connection with any such claim or liability, including power to defend such person from all suits or claims as provided for under the provisions of the Nevada Business Corporation Act; provided, however, that no such person shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim or liability arising out of his own negligence or willful misconduct. The rights accruing to any person under the foregoing provisions of this section shall not exclude any other right to which he may lawfully be entitled, nor shall anything herein contained restrict the right of the Company to indemnify or reimburse such person in any proper case, even though not specifically herein provided for. The Company, its directors, officers, employees and agents shall be fully protected in taking any action or making any payment, or in refusing so to do in reliance upon the advice of counsel.
The indemnification set out in the Company’s bylaws shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a director, officer or employee, and shall inure to the benefit of the heirs, executors and administrators of such person.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 3.02. Unregistered Sales of Equity Securities.
In connection with the Contribution Agreement, Bioethics issued 220,000,000 shares to First Federal Management Group, Inc. which is owned by J Simmons. These shares represented approximately ninety-five percent (95%) of the outstanding shares of Bioethics after the offering to an exemption under Section 4(a)(2) of the Securities Act.
Item 5.01. Changes in Control of Registrant
As a result of the Asset Transfer, Bioethics experienced a change in control with J Simmons effectively acquiring control of us. The disclosure set forth in Item 2.01 to this Report is incorporated into this item by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 19, 2019, the board of directors of Bioethics appointed Elliott N. Taylor as a Director, Keven Walgamott as a Director and Vice President, and Paul Sims as a Director. In addition, Joshua Turnbow was appointed as Secretary/Treasurer, but resigned shortly thereafter and Paul Sims was appointed to replace him.
The Company takes the position that due to the fact that it is a voluntary filer, it is not required to make the 10 day notice of a change in majority of directors in accordance with 17 CFR § 240.14f-1.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 2, 2019, the Company amended its articles of incorporation with the State of Nevada Secretary of State increasing the authorized common stock of the Company to Two Hundred Fifty Million (250,000,000) shares, $0.001 par value.
Item 5.06.Change in Shell Company Status
The information in Items 1.01 and 2.01 above are incorporated herein by reference. Following the transactions described above, the Company is no longer considered a shell company, as that term is defined in Rule 12b-2 under the Exchange Act.
Item 9.01. Financial Statements and Exhibits
Exhibits
ExhibitDescription
No.
2.1 Contribution and Subscription Agreement, dated December 5, 2019, by and among the Company,
Bioethics and First Federal Management Group, Inc.
3.3 Amended and Restated Articles of Incorporation
10.6$1,000,000, 12% interest, Secured Note Payable (Eagle Mountain), as amended on March 5, 2019
10.7First Amendment Deed of Trust Dated March 5, 2019 and Deed of Trust with Assignment of
Leases dated January 22, 2019 (encumbering Eagle Mountain)
10.8$640,000 Promissory Note Receivable from Green Haven Homes, LLC dated December 31, 2019
10.9$500,000 Promissory Note Receivable from Geneva Family Assets, LLC dated December 2, 2019
99.1Press Release
BIOETHICS LTD Exhibit
EX-2 2 ex2.1vedgar1vamd1.htm THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,…
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About Bioethics, Ltd. (OTCMKTS:BOTH)
Bioethics, Ltd. is a shell company. The Company conducts no active business operations. The Company intends to continue to seek, investigate and, if warranted, acquire an interest in a business opportunity. The Company has not generated any revenues.
