RMHB - Copy of 8K filing
SECTION 5 – Corporate Governance and Management
Item 5.01 Changes in Control of Registrant
On February 28, 2017, LSW Holdings, LLC purchased 1,000,000 shares of Series A Preferred Stock from our former controlling shareholder, Jerry Grisaffi, for a purchase price of $3,500,000. The source of the consideration paid to Mr. Grisaffi was the working capital of the purchaser. The sale of these shares was exempt from registration pursuant to Rule 506 under Regulation D and Section 4(2) of the Securities Act. As a result of this transaction, a change in control of the company has occurred. Shares of Series A Preferred Stock cast 400 votes per share and are convertible to 100 shares of common stock per share. Accordingly, LSW Holdings, LLC is now our controlling shareholder. Lily Li is the Managing Member of LSW Holdings, LLC and, in that capacity, has the authority to direct voting and investment decisions with regard to its holdings in the company.
There are no arrangements known to the company, the operation of which may, at a subsequent date, result in a further change in control of the registrant. |
