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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April
27, 2022
--05-31
LIFE ON EARTH, INC.
(Exact name of registrant
as specified in its charter)
Delaware
(State or other
jurisdiction of incorporation) |
|
000-55464
(Commission
File Number) |
|
46-2552550
(I.R.S. Employer
Identification No.) |
1270 N. Wickham Road, Suite 13, No. 1019
Melbourne, FL
(Address of principal executive offices) |
|
32935
(Zip Code) |
Registrant’s telephone number, including
area code: (321) 306-0306
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: |
|
|
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
None |
|
|
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Section 1 - Registrant’s
Business and Operations
Item 1.01 Entry
into a Material Definitive Agreement
On December 31, 2021, Registrant entered into a Management
Operating Agreement with CareClix Holdings, Inc. (“SOLI”) which enabled Registrant to complete an Interim Closing of the acquisition
of four operating subsidiaries of SOLI, with the final closing of the transaction when a Form S-4 registration statement to register the
consideration shares to be issued by Registrant is filed with and declared effective by the SEC. On May 2, 2022, the Board of Directors
of Registrant approved an Amended Management Operating Agreement, removing all further conditions to the Final Closing except the obligation
to register and issue the balance of the share consideration, and removing a rescission provision in the event that certain conditions
were not met by May 31, 2022. Registrant has
The Amended Management Operating Agreement also eliminated
the issuance of 2.5 million shares of Series E Preferred stock, convertible automatically at 1 for 100 into common stock when Registrant
amended its Articles of Incorporation to increase its authorized common shares so that the conversion could take place. Registrant has
now amended its Articles of Incorporation to increase its authorized shares.
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or
Disposition of Assets.
As noted in Section 1.01 above,
Registrant has completed the acquisition of the four operating subsidiaries of SOLI, effective May 2, 2022, which are wholly owned subsidiaries
of Registrant. The share consideration, a total of 300 million shares of Registrant’s common stock, have been reserved for issuance
as soon as the shares are registered on Form S-4, which is expected to be filed immediately upon filing of Registrant’s Form 10-K
Annual Report for its fiscal year ended May 31, 2022. There is and was no material relationship between Registrant and SOLI at or after
December 31, 2021. The net effect of the transaction is that each common shareholder of SOLI at December 31, 2021 will receive one registered
share of Registrant’s common stock. In addition, 4,000,000 shares of Registrant’s Series A Preferred stock, which votes with
the common stock at 60 votes per Series A Preferred share, have been issued to Charles O. Scott, former control shareholder of SOLI, and
1,200,000 shares of Series A Preferred previously held by former directors have been cancelled and reissued to Mr. Scott, as agreed.
Based on the final closing, the
current shareholdings of Registrant, and the shareholdings following the issuance of the remaining consideration shares is as follows:
| |
| Current | |
| |
| Expected | |
|
| |
Issued | |
Vote | |
Percent | |
Issued | |
Vote | |
Percent |
Common | |
| 71,822,753 | | |
| 71,822,753 | | |
| 18.7 | | |
| 371,8227,53 | | |
| 371,822,753 | | |
| 54.4 | |
Preferred A | |
| 5,200,000 | | |
| 312,000,000 | | |
| 81.3 | | |
| 5,200,000 | | |
| 312,000,000 | | |
| 45.6 | |
Preferred B | |
| 100,000 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
Preferred C | |
| 2,613,375 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
Preferred D | |
| 16,236 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
Preferred E | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control
of Registrant.
As a result of the closing of
the acquisition transaction referenced in Item 2.01, Charles O. Scott became the majority voting shareholder of Registrant, holding 5,200,000
shares of Series A Preferred stock, with 312,000,000 total votes.
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 26, 2022, acting as
majority voting shareholder of Registrant, Charles O. Scott voted to remove Fernando Leonzo and John C. Romagosa as directors and officers
of Registrant. On April 29, 2022, again acting as majority voting shareholder of Registrant, Charles O. Scott voted to remove Mahmood
Kahn and Robert Gunther as directors and officers of Registrant. The removals were done in compliance with Section 141(k) of the Delaware
General Corporation Law which provides:
Any director or
the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote
at an election of directors
On May 2, 2022, the Registrant’s remaining
Board of Directors appointed the following as officers of Registrant:
|
|
|
|
Charles Scott |
Chairman and Interim Chief Executive Officer |
|
S. John Korangy,MD |
President |
|
Jeff Hollis |
Controller, Secretary/Treasurer |
|
|
|
The Board of Directors also approved the
following:
. RESOLVED, there being five vacancies
on the Board of Directors the vacancies shall be filled as soon as qualified independent persons can be identified with appropriate industry,
public company and finance experience to serve until the next meeting of the shareholders of the Corporation or until a successor has
been elected or appointed, and that the Corporation shall form an Audit Committee, a Compensation Committee and a Governance Committee
of the Board of Directors, with appropriate charters., as soon as possible. The Board also approved a review and amendments as appropriate
of the Corporation’s Ethical and Conflict of Interest policies.
As a result of these removals, the transition of control
of Registrant initiated on December 31, 2022 with the Management Operating Agreement and acquisition of the four CareClix subsidiaries,
has been completed.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year
At the meeting of Registrant’s Board
of Directors on May 2, 2022, the Board approved amending the Articles of Incorporation of Regisrant to increase the authorized
common shares to 500,000,000. $0.001 par value shares and to amend the Statements of Preferences for the Series A, B, C, D, and E Preferred
shares as follows:
|
Series A |
5,200,000 shares |
|
Series B |
No change |
|
Series C |
2,613,375 shares |
|
Series D |
16,236 shares |
|
Series E |
0 shares |
Item 5.07 Submission of Matters
to a Vote of Security Holders.
On April 26, 2022, acting as
majority voting shareholder of Registrant, Charles O. Scott voted to remove Fernando Leonzo and John C. Romagosa as directors and officers
of Registrant. On April 29, 2022, again acting as majority voting shareholder of Registrant, Charles O. Scott voted to remove Mahmood
Kahn and Robert Gunther as directors and officers of Registrant. The removals were done in compliance with Section 141(k) of the Delaware
General Corporation Law which provides:
Any director or
the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote
at an election of directors
9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| (a) | Financial statements of businesses acquired. |
The Final Closing of the acquisition of the CareClix subsidiaries
was completed effective May 2, 2022. Required audited financial statements of the CareClix subsidiaries are being prepared and will be
filed by an amendment to this Report within 71 days after the filing of this Report and are not attached as an Exhibit to this Report.
| (b) | Pro forma financial information |
Pro forma financial statements required by this Item are
incorporated by Reference to the Form 10-Q Report filed by Registrant for the fiscal quarter ended February 28, 2022. See Footnote 5 to
the Financial Statements included in that Report.
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 5, 2022 |
Life On Earth, Inc. |
|
|
|
|
|
|
By: |
/s/ Charles O. Scott |
|
|
Name: |
Charles O. Scott |
|
|
Title: |
Chairman and Chief Executive Officer |
|
Exhibit 3.1
Life on Earth, Inc.
Amendment to Articles of Incorporation
May 4, 2022
Please refer to the accompanying Exhibit 3.1. It is saved in PDF format.
Exhibit 3.2
Life on Earth, Inc.
Amendment to Statement
of Preferences of Series A Preferred May 4, 2022
Please refer to the accompanying Exhibit 3.2. It is saved in PDF format.
Exhibit 3.3
Life on Earth, Inc.
Amendment to Statement
of Preferences of Series C Preferred May 4, 2022
Please refer to the accompanying Exhibit 3.3. It is saved in PDF format.
Exhibit 3.4
Life on Earth, Inc.
Amendment to Statement
of Preferences of Series D Preferred May 4, 2022
Please refer to the accompanying Exhibit 3.4. It is saved in PDF format.
Exhibit 3.5
Life on Earth, Inc.
Amendment to Statement
of Preferences of Series E Preferred May 4, 2022
Please refer to the accompanying Exhibit 3.5. It is saved in PDF format.
Exhibit 10.1
Life on Earth, Inc. Amended Management Operating Agreement dated May 2, 2022
Please refer to the accompanying Exhibit 10.1. It is saved in PDF format.
v3.22.1
Cover
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Apr. 27, 2022 |
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|
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--05-31
|
Entity File Number |
000-55464
|
Entity Registrant Name |
LIFE ON EARTH, INC.
|
Entity Central Index Key |
0001579010
|
Entity Tax Identification Number |
46-2552550
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
1270 N. Wickham Road, Suite 13, No. 1019
|
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Melbourne
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FL
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32935
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This regulatory filing also includes additional resources:
exhibit_3-1.pdf
exhibit_3-2.pdf
exhibit_3-3.pdf
exhibit_3-4.pdf
exhibit_3-5.pdf
exhibit_10-1.pdf
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