Black Bird Biotech : Changes in Control - Form 8-K
March 05, 2024 at 04:20 pm EST
Share
Item 5.01 Changes in Control of Registrant.
On March 1, 2024, four of the Directors of Black Bird Biotech, Inc., a Nevada corporation (the "Company'), entered into three separate Control Securities Purchase Agreements (the "Series A Agreements") with Nelson W. Grist, with respect to the sale of their respective shares of Series A Preferred Stock of the Company to Mr. Grist. Upon the closing of the Series A Agreements, which is expected to occur on or after March 15, 2024. Mr. Grist will possess effective control of the Company. The Series A Agreements are as follows:
Name of Seller
Name of Purchaser
Securities Purchased
Consideration
Fabian G. Deneault
Nelson W. Grist
11,250 Shares of Series A Preferred Stock
$25,000, $12,500 in cash and $12,500 in the form of a promissory note.
William E. Sluss
Nelson W. Grist
1,000 Shares of Series A Preferred Stock
$25,000, $12,500 in cash and $12,500 in the form of a promissory note.
Newlan & Newlan, Ltd.(1)
Nelson W. Grist
11,250 Shares of Series A Preferred Stock
$25,000, $12,500 in cash and $12,500 in the form of a promissory note.
(1) Newlan & Newlan, Ltd. is a law firm owned by two of the Company's Directors, L. A. Newlan, Jr. and Eric Newlan.
As a class, the Series A Preferred Stock possesses 66.67% voting power of the Company. Upon the closing of the Series A Agreements, Mr. Grist will own approximately 55.95% of the outstanding shares of the Series A Preferred Stock, or approximately 37.30% of the voting power of the Company. In addition, as a condition to the closing of the Series A Agreements, Mr. Grist, Fabian G. Deneault and Newlan & Newlan, Ltd. are to enter into an voting agreement as to the remaining 3,000 shares of Series A Preferred Stock owned by Mr. Deneault and Newlan & Newlan, Ltd. in favor of Mr. Grist. Thus, upon the closing of the Series A Agreements, Mr. Grist will possess approximately 46.83% of the voting control of the Company.
Upon the closing of the Series A Agreements, all of the current Directors of the Company, Fabian G. Deneault, William E. Sluss, L. A. Newlan, Jr., Eric Newlan and Jack Qin are expected to resign and appoint Nelson W. Grist as the Company's then-Sole Director.
A complete description of the Series A Preferred Stock set forth in the Company's Current Report on Form 8-K filed with the SEC on August 15, 2022, and is incorporated by reference in this reference.
The foregoing descriptions of the Series A Agreements and the transactions contemplated thereby are qualified in their entireties by reference to the full text thereof, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively, each of which is incorporated herein in its entirety by reference.
Attachments
Original Link
Permalink
Disclaimer
Black Bird Biotech Inc. published this content on
05 March 2024 and is solely responsible for the information contained therein. Distributed by
Public, unedited and unaltered, on
05 March 2024 21:20:05 UTC.
Black Bird Biotech, Inc. is a manufacturer and distributor for MiteXstream, an environmental protection agency (EPA)-certified plant-based biopesticide effective in the eradication of mites and other similar pests, including spider mites, that destroy crops, particularly cannabis, hops, coffee and house plants, as well as molds and mildew. The Company also manufactures and sells, under its Grizzly Creek Naturals brand name, cannabidiol (CBD) products, including CBD Oils, gummies and pet treats, as well as CBD-infused personal care products. Big Sky American Dist., LLC (Big Sky American) distributes its Grizzly Creek Naturals products, as well as an array of other consumer retail products, in Western Montana. The Company's subsidiaries include Black Bird Potentials Inc. (BB Potentials), Big Sky American Dist., LLC (Big Sky American) and Black Bird Hemp Manager, LLC.
BLACK BIRD BIOTECH, INC. 
