CALEMINDER INC. (OTCMKTS:CMND) Files An 8-K Changes in Control of RegistrantItem 5.01 Changes in Control of Registrant.
On May 1, 2017, Shira Halperin, the holder of 7,500,000 shares (the “Restricted Shares”) of common stock (“Common Stock”) of Caleminder Inc. (the “Company”), representing 75% of the Company’s outstanding shares of Common Stock, sold all of such shares to certain third parties, including (i) Pure Harvest Cannabis Producers Inc., a Nevada corporation (“Pure Harvest”), which purchased 5,486,041 of the Restricted Shares, and (ii) David Lamadrid, the sole shareholder and officer of Pure Harvest, who purchased 428,572 of the Restricted Shares. The aggregate purchase price for the Restricted Shares was $247,612.50 (approximately $0.033 per Restricted Share).
Concurrently with the closing of the sale of the Restricted Shares, holders of an aggregate of 2,495,000 shares (the “Unrestricted Shares”) of Common Stock sold such shares to certain third parties, including Pure Harvest, which purchased 656,816 of the Unrestricted Shares. The purchase price for the Unrestricted Shares was $0.022 per Unrestricted Share.
to the Securities Purchase Agreement between Shira Halperin and Pure Harvest under which the Restricted Shares were sold (i) David Lamadrid was appointed as a director, and as the Chief Executive Officer and President, of the Company, and (ii) Shira Halperin resigned as an officer of the Company and agreed to resign as director of the Company upon request by Pure Harvest.
As a result of the forgoing transactions, a change in control of the Company has occurred, to which (i) Pure Harvest is the direct holder of 6,142,857 shares of Common Stock, representing 61.4% of the Company’s outstanding shares of Common Stock, (ii) David Lamadrid is the beneficial holder of 6,571,429 shares of Common Stock, representing 65.7% of the Company’s outstanding shares of Common Stock, and (iii) David Lamadrid is the Company’s Chief Executive Officer and President.
to agreements entered into by Pure Harvest with certain purchasers of the Unrestricted Shares (i) such purchasers funded the purchase price for the payment by Pure Harvest of the 6,142,857 shares of Common Stock purchased by Pure Harvest, and (ii) Pure Harvest agreed to submit all of such shares to the Company for cancellation. The shares of Common Stock purchased directly by David Lamadrid were paid for out of his personal funds.
The Company is a development stage company that has not generated any revenues to date. Its sole operations since inception has been limited to the development of an online calendar-based greeting and reminder service. In connection with the change in control described above, the Company intends to become a vertically integrated producer and distributor of medical-grade cannabis products. However, there can be no assurance that the Company will be successful in executing its business plan.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described above, on May 1, 2017, Shira Halperin resigned from all of her positions as an officer of the Company, and David Lamadrid was appointed as a Director of the Company and as its Chief Executive Officer and President.
David Lamadrid, 46, founder of Pure Harvest, has more than 15 years of executive management experience in medical device technology and equipment rental companies. From 2012 to 2016, Mr. Lamadrid served as the Chief Financial Officer of ARRI Rental. Mr. Lamadrid was also a member of its U.S. Senior Executive Management Team with responsibility for all aspects of business leadership including executive management, strategy, and operations. Prior to that, from 2002 to 2012, Mr. Lamadrid was the Chief Financial Officer of CytoSorbents Corporation (NASDAQ: CTSO), a critical care immunotherapy company specializing in blood purification. During his tenure with CytoSorbents, Mr. Lamadrid was a key member of the management team that built operations from its early start-up phase through the commercialization of its medical device platform. This included the buildout of its manufacturing and R&D facility, clinical studies in the United States and European Union, and gaining regulatory approval to sell its flagship product in the EU. Mr. Lamadrid helped raise over $60 million for CytoSorbents and was instrumental in bringing the company public through a merger transaction in 2006. Mr. Lamadrid earned a Bachelor of Science degree from St. John’s University, and a Master of Business Administration in Management and Finance from the New York University Stern School of Business.
The Company and Mr. Lamadrid are not currently a party to any employment agreement but are expected to enter into such an agreement in the near term.
About CALEMINDER INC. (OTCMKTS:CMND)
Caleminder Inc. is a development-stage company. The Company has developed an online service, www.caleminder.net, that provides a calendar- based greeting and reminder service to assist subscribers in remembering life events, such as birthdays and anniversaries. The Company’s service enables the users register with the system, and let them enter these dates, as well as configure a range of settings, including when they want to be notified, such as one month prior, two weeks prior or one week prior. The Company’s application is Web-based and not available as a mobile download application. It focuses on offering the for-pay users the opportunity to upload a video or tape an audio message that will be attached to the e-mail or included in a link. The Company is also seeking to generate revenue from third party advertising banners on its Website. It is focused on creating an interface that will enable the end user to customize various factors within the notification.