Item 5.01 Changes in Control of Registrant.
On August 1, 2022, Regen Biowellness, Inc., the holder of 4,400,000 shares of
Series F Preferred Voting Stock, entered into an asset purchase agreement with
Emergent Health Corp. ("OTCPink "EMGE") for the purchase of all assets and
certain liabilities of Regen Biowellness. The 4,400,000 shares of Series F
Preferred Stock of the Registrant which represents voting control over the
Registrant.
Therefore, as a result of the asset purchase agreement, there has been a change
of control of the Registrant. Emergent Health Corp. is now the holder of the
Series F Preferred Stoc, representing voting control of the Registrant.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective as of August 15, 2022, the following individual was removed by a vote
of the majority of shares entitled to vote as a Director of the Registrant.
Name Position
Dr. Babik Ghalili Director
Effective as of August 15, 2022, the following resigned as an Officer of the
Registrant.
Name Position
Jim Morrison President/CEO
Effective as of August 15, 2022, the following individual(s) were elected by a
vote of the majority of shares entitled to vote to the positions indicated of
the Registrant:
Name Age Position
Jim Morrison 63 Director
James W. Zimbler 58 Director and Interim President/CEO
Mr. Zimbler has served as the Registrant's Vice President of Corporate Finance
since November 2021, and prior was the President. He served as a director of the
Company from since November 2017 to November 2021. Previously, from November 17,
2017, until July 1, 2020, he served as President of the Company in which role he
was responsible for strategic decision making, capital expenditure planning and
staffing matters. From December 2017 until June 2019, he served as President and
a director of the predecessor iteration of a public company that is now
Enzolytics, Inc., a drug development company. In December 2016 he founded
Emerging Growth Advisors, Inc., a consulting firm providing advisory services
related to mergers and acquisitions for corporations including the Company, and
now Emerging Capital Strategies, Ltd., where he has served as President since
formation. Prior to founding Emerging Growth Advisors, Inc., Mr. Zimbler served
in a managerial role at other consulting firms, each specializing in mergers and
acquisitions, roll ups and turn-around work.
2
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
Letter of Resignation of Jim Morrison as President and CEO, dated
17.1 August 15, 2022
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