FRANCHISE HOLDINGS INTERNATIONAL, INC. (OTCMKTS:FNHI) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities.
On April 3, 2019, Steven Rossi was issued 13,583,397 shares of Franchise Holdings International, Inc. common stock due to a conversion of all 1,000,000 shares of his Series A Preferred stock. Under the terms of the Amended Certificate of Designation for Series A Preferred Stock filed with the State of Nevada on March 20, 2019, and attached to the Company’s Schedule 14C filed on April 1, 2019, Mr. Rossi’s 1,000,000 shares of Series A Preferred stock converted into such amount of the Company’s common stock that represented 51% of the issued and outstanding shares of common stock on the date of conversion. On April 3, 2019, the date of conversion, there were a total of 26,634,112 shares of our common stock issued and outstanding, and as such, upon conversion, Mr. Rossi’s 1,000,000 shares of Series A Preferred stock were converted into 13,583,397 shares of our common stock. Following the conversion, there are a total of 40,217,509 shares of our common stock issued and outstanding, Mr. Rossi remains the control block holder in the Company by virtue of his ownership of 51% of our common stock, and as such, no change of control occurred. In addition to the 51% Mr. Rossi was issued upon conversion of his 1,000,000 shares of Series A Preferred Stock, Mr. Rossi already owned an additional 1,916,667 shares of the Company’s common stock. Following the conversion, all 1,000,000 shares of Series A Preferred stock were cancelled and returned to treasury, such that there are currently no shares of preferred stock issued and outstanding.
The issuance of the aforementioned 13,583,397 shares of common stock to Steven Rossi constitutes an unregistered sale of equity securities to Section 4(a)(2) of the Securities Act of 1933. The common stock issued by the Company was not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and were offered and sold in reliance on the exemption from registration afforded by Section 4(a)(2) under the Securities Act and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering. Mr. Rossi is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such securities contain a legend stating the same.
About FRANCHISE HOLDINGS INTERNATIONAL, INC. (OTCMKTS:FNHI)
Franchise Holdings International, Inc. is engaged in the business of acquiring franchise, license and distribution rights in new companies. The Company’s subsidiary includes TruXmart Ltd. (TruXmart). TruXmart is engaged in developing multiple products for pick up trucks available in North America. TruXmart also offers tonneau covers. TruXmart’s product line includes TruXmart Tri Fold, TruXmart Smart Fold, TruXmart Quad-Fold and TruXmart Roll-Up. The Company’s TruXmart Tri Fold is a staple soft folding tonneau cover. The TruXmart Smart Fold is a soft folding tonneau cover with rear latching system. The TruXmart Forte, a solid folding tonneau cover, is constructed using powder coated galvanized steel. The TruXmart Quad-Fold is a vinyl wrapped tonneau cover, which can be folded in over four sections. The TruXmart Roll-Up offers side seals and rear smart latches that allow its users to open this cover by pulling on the rear release loop. It focuses on offering TruXmart Forte GEN2.