XsunX, Inc. (OTCMKTS:XSNX) Files An 8-K Changes in Control of Registrant
Item 5.01.
Item 3.02 Unregistered Sales of Equity Securities.
The Company issued the Warrants in a transaction not involving a public offering that is exempt from registration under the Securities Act of 1933 to Section 4(a)(2) of the Act. The terms of the Warrants are described in Item 1.01 above.
Item 5.01 Changes in Control of Registrant.
On June 2, 2020, TN3, LLC, a limited liability company owned by Daniel G. Martin, purchased all of the outstanding shares of preferred stock of the Company from Tom Djokovich, our former president and chief executive officer, for $50,000 using personal funds. In addition, TN3 agreed to pay for certain expenses of the transaction incurred by Mr. Djokovich and the Company totaling more than $50,000. The holder of our preferred stock is entitled to cast a number of votes equal to that number of common shares which is not less than 60% of the vote required to approve any action by the shareholders. Upon acquiring the preferred shares, Mr. Martin became the sole director and chief executive officer of the company. At that time our former board members, Tom Djokovich, Thomas Anderson, Oz Fundingsland and Mike Russak, resigned as directors of the Company. For more information about Mr. Martin’s acquisition of the preferred stock and his appointment to our board, please see our Schedule 14F-1/A filed with the Securities and Exchange Commission on May 13, 2020.
After Mr. Martin joined the Company, we continued to market our current solar energy services while preparing to transition into a new business plan focused on commercializing developmental healthcare solutions in the biotechnology, medical, and health and wellness markets. Initially, we intend to acquire StemVax, LLC from Innovest Global, Inc. StemVax is a biotechnology company developing novel therapies for brain tumor patients and holds a related exclusive patent license from Cedars-Sinai Medical Center in Los Angeles, California known as StemVax Glioblast (SVX-GB).
We believe that investing in the biotechnology industry will produce significantly increased value for our shareholders. However, we cannot guarantee that we will be successful in this endeavor or that we can locate, acquire and finance the acquisition of biotechnology companies. Currently, we continue to engage in the marketing of solar photovoltaic power generation and storage solutions.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 2, 2020, in connection with Tom Djokovich’s sale of his preferred stock of the Company, Mr. Djokovich, Thomas Anderson, Oz Fundingsland and Mike Russak resigned from the Company’s board of directors, Mr. Djokovich resigned as CEO, president, secretary and acting principal accounting officer, and Daniel G. Martin was appointed the sole director and chief executive officer and acting chief financial officer of the Company.
Daniel G. Martin, age 46, is a life-long entrepreneur and currently serves as the chairman of the board and chief executive officer of Innovest Global, Inc. Since launching Innovest in August 2016, he has led the company through eight acquisitions, transforming Innovest into a diversified industrial company. Mr. Martin credits his business tenacity to growing up in his father’s drugstore which required managing very low margins and critically important services. From December 2014 to January 2016, Mr. Martin served as the chief financial officer of global operations of Momentis International, where he was instrumental in stabilizing the company post-acquisition. In November 2015, he established TN3, LLC to pursue diverse investment opportunities, including the acquisition of preferred stock of Innovest. Mr. Martin has a Bachelor of Science in Business Administration from John Carrol University. Mr. Martin previously filed for bankruptcy as a result of his personal guarantee of the obligations of an unrelated company, and the bankruptcy was discharged in May 2015.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.2 | Transition Services Agreement dated June 2, 2020 between XsunX, Inc. and Solar Energy Builders, Inc.* |
| 10.3 | Membership Interest Purchase Agreement dated June 2, 2020 between XsunX, Inc. and Innovest Global, Inc.* |
*To be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2020.
About XsunX, Inc. (OTCMKTS:XSNX)
XsunX, Inc., formerly Sun River Mining Inc., is a development-stage company. The Company is a solar and energy saving technologies provider. The Company is involved in the sale, design and installation of solar photovoltaic power generation, and energy saving technologies. The Company’s technology, CIGSolar, focuses on the mass production of individual thin-film Copper Indium Gallium (di) Selenide (CIGS) solar cells. It installs solar panels each year offering residential and commercial clients solar roof-top and carport system design and installation, battery back-up, light emitting diode lighting upgrades, and technologies for consumption tracking and control. It purchases components, such as solar panels, inverters and solar module mounting hardware directly from manufacturers and supply houses. The Company provides its customers with facility wide monitoring of both solar energy generation and facility wide energy consumption.