Item 5.01 Changes in Control of Registrant.
On September 23, 2020, as a result of a private transaction, 10,000,000 shares
of Series A Convertible Preferred Stock, $0.001 par value per share (the
"Shares") of Quture International, Inc., a Nevada corporation (the "Company"),
were transferred from Custodian Ventures, LLC (the "Seller") to FiveT Capital
Holding AG (the "Purchaser"). As a result, the Purchaser became an approximately
50.2% holder of the voting rights of the issued and outstanding share capital of
the Company on a fully-diluted basis of the Company, and became the controlling
shareholder. The consideration paid for the Shares was $265,000. The source of
the cash consideration for the Shares was personal funds of the Purchaser. In
connection with the transaction, David Lazar released the Company from all debts
owed to him and/or the Seller.
Other than as described below, there are no arrangements or understandings among
both the former and new control persons and their associates with respect to the
election of directors of the Company or other matters. The information set forth
in Item 5.02 of this Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 23, 2020, the existing director and officer resigned immediately.
Accordingly, David Lazar, serving as a director and an officer, ceased to be the
Company's Chief Executive Officer, Chief Financial Officer, President,
Treasurer, Secretary and a Director. At the effective date of the transfer, Mr.
Wieland Kreuder consented to act as the new President, CEO, CFO, Treasurer,
Secretary and Chairman of the Board of Directors of the Company.
Mr. Wieland Kreuder, age 46, has worked at FiveT Capital AG, Zurich, for
thirteen years. He was an Executive Vice President from October 2007 to April
2014, and a Director from May 2014 to the present. Mr. Kreuder was an equity
specialist trader at Baader Bank AG, Munich, from April 2004 to September 2007.
He has a Master Degree in Economics from the University of Hohenheim.
Mr. Kreuder has been appointed as a Chief Executive Officer, President,
Secretary, Treasurer and Chairman of Board of Directors of the Company.
Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal
Year.
On September 10, 2020, the Company filed a Certificate of Designation with the
State of Nevada changing the conversion and voting rights of the Company's
Series A preferred stock, $.001 par value per share to 250 for each one (1)
share of Series A preferred stock.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1 Certificate of Designation, filed with the Secretary of State of the
State of Nevada on September 10, 2020.
99.1 STOCK PURCHASE AGREEMENT, dated September 23, 2020, by and the Seller
and the Purchaser.
99.2 DIRECTORS RESOLUTIONS, dated September 23, 2020.
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