0001575659 --12-31 false 2022 FY 0001575659 2022-03-29 2022-03-29

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): March 29, 2022

 

____________________

 

Rapid Therapeutic Science Laboratories, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction

of incorporation)

001-55018

(Commission File

Number)

46-2111820

(IRS Employer

Identification No.)

 

5580 Peterson Lane, Suite 120

Dallas, Texas

(Address of principal executive offices)

75201

(Zip code)

 

Registrant’s telephone number, including area code: (800) 497-6059

 

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:

 

☐  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: None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 ☐

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Item 3.03

Material Modification to Rights of Security Holders.

 

The information contained in Item 5.03 relating to the Amendment, the Reverse Stock Split, Authorized Share Increase and Correction (each as defined and discussed in Item 5.03), is incorporated in this Item 3.03 by reference.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As previously disclosed in the Current Report on Form 8-K filed by Rapid Therapeutic Science Laboratories, Inc. (the “Company”, “we” and “us”) with the Securities and Exchange Commission (the “Commission” or the “SEC”) on January 18, 2022, effective on January 11, 2022, shareholders holding a majority of our outstanding voting shares (collectively, the “Majority Shareholders”), representing an aggregate of 51.4% of the total voting shares as of such date, executed a written consent in lieu of a special meeting of shareholders (the “Majority Shareholder Consent”), approving among other things, the grant of discretionary authority for our Board of Directors, without further shareholder approval, to effect a reverse stock split of all of the outstanding common stock of the Company, by the filing of an amendment to our Articles of Incorporation with the Secretary of State of Nevada, in a ratio of between one-for-two and one-for-fifty, with the Company’s Board of Directors having the discretion as to whether or not the reverse split is to be effected, and with the exact exchange ratio of any reverse split to be set at a whole number within the above range as determined by the Board of Directors in its sole discretion, at any time before the earlier of (a) December 31, 2022; and (b) the date of the Company’s 2022 annual meeting of shareholders (the “Shareholder Authority”) and an amendment to our Articles of Incorporation to increase the number of our authorized shares of common stock from 750,000,000 to 800,000,000 (the “Authorized Share Increase”).

 

On March 4, 2022, the Board of Directors approved a stock split ratio of 1-for-25 (“Reverse Stock Split”) in connection with the Shareholder Authority, provided that such approval was subject in all cases to approval of such Reverse Stock Split by the Financial Industry Regulatory Authority (FINRA), and the filing of an amendment to the Articles of Incorporation of the Company with the Secretary of State of Nevada. On March 29, 2022, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of Nevada to affect the Reverse Stock Split and the Authorized Share Increase (the “Amendment”), which became effective at 2:00:01 A.M., Central Standard Time, on March 31, 2022.

 

The Amendment when filed included certain errors, including the form of amendment to be used for amended and restated articles of incorporation, and on March 29, 2022, the Company filed a Certificate of Correction with the Secretary of State of Nevada, amending and correcting such Amendment (the “Correction”), which was effective as of the original date and timing of the Amendment filing. References throughout this Form 8-K to the “Amendment” include corrections affected by the Correction.

 

Reason for the Reverse Stock Split

 

The Reverse Stock Split was effected solely in an effort to enable the Company to meet the minimum share price requirement of the NASDAQ Capital Market (i.e., $4.00 per share) for its common stock in connection with a planned uplisting of its common stock to the NASDAQ Capital Market; provided that such Reverse Stock Split may not result in the Company’s common stock meeting the minimum price requirements of the NASDAQ Capital Market for any period of time, including the required time period required by NASDAQ Capital Market Rules, and the Company’s previously filed application to uplist its common stock to the NASDAQ Capital Market may not be approved in the future. As a result, the Company’s common stock may never be approved for uplisting on the NASDAQ Capital Market.

 

Effects of the Reverse Stock Split and Authorized Share Increase

 

Effective Date; Symbol; CUSIP Number. The Reverse Stock Split became effective at 2:00:01 a.m. Central Standard Time on March 31, 2022 (the “Effective Date”), and at the start of trading on March 31, 2022, the shares of common stock will begin trading on a split-adjusted basis. In connection with the Reverse Stock Split, the Company’s shares of common stock will continue to be quoted on the OTC Pink Market maintained by OTC Markets and will trade under a new CUSIP Number, 753431204, provided that the Company’s common stock will trade under a new and temporary ticker symbol “RTSLD” for a period of 20 business days including the effective

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date of the Reverse Stock Split. After the conclusion of the 20-business day period, the Company’s common stock will resume trading under its previous ticker symbol “RTSL”.

 

Split Adjustment; No Fractional Shares. On the Effective Date, the total number of shares of the Company’s common stock held by each shareholder were converted automatically into the number of whole shares of common stock equal to (i) the number of issued and outstanding shares of common stock held by such shareholder immediately prior to the Reverse Stock Split, divided by (ii) twenty-five (25).

 

No fractional shares will be issued, and no cash or other consideration will be paid. Instead, the Company will issue one whole share of the post-Reverse Stock Split common stock to any shareholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.

 

Because the Amendment did not reduce the number of authorized shares of the Company’s common stock, the effect of the Amendment and the Reverse Stock Split and Authorized Share Increase is to increase the number of shares of common stock available for issuance relative to the number of shares issued and outstanding (including in connection with the Authorized Share Increase).

 

Non-Certificated Shares; Certificated Shares. Shareholders who are holding their shares in electronic form at brokerage firms do not have to take any action as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.

 

Shareholders who hold shares in certificate form may (but are not required to) send their certificates to the Company’s transfer agent (Securities Transfer Corporation) so that the transfer agent can issue a new share certificate reflecting the terms of the Reverse Stock Split. Please contact Securities Transfer Corporation directly for information on how to send in certificates and the related fees at (469) 633-0101. Please do not sent in any certificates without first contacting the Company’s transfer agent.

 

Articles of Amendment to Articles of Incorporation. The Reverse Stock Split and Authorized Share Increase was affected by the Company filing the Amendment with the Secretary of State of the State of Nevada on March 29, 2022. The Amendment was not effective until the Effective Date. As discussed above, the shareholders previously granted authority to the Board of Directors of the Company to complete the Reverse Stock Split pursuant to the Shareholder Authority, which authority the Board of Directors relied upon in approving the filing of the Amendment and the shareholders previously approved the Authorized Share Increase.

 

Capitalization. As of March 30, 2022 (immediately prior to the Effective Date), there were 193,666,921 shares of common stock outstanding and 750,000,000 shares of common stock authorized. As a result of the Reverse Stock Split, there are approximately 7,746,677 shares of common stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares) and as a result of the Authorized Share Increase, there are now 800,000,000 shares of authorized common stock. The Reverse Stock Split will not have any effect on the stated par value of the common stock or the number of authorized shares of common stock following the Authorized Share Increase (800,000,000 shares).

 

The Reverse Stock Split does not affect the Company’s authorized preferred stock. After the Reverse Stock Split, the Company’s authorized preferred Stock of 100,000,000 shares remained unchanged. Additionally, the Reverse Stock Split will not affect the par value of the preferred stock, or previously designated series of preferred stock, except to affect, where applicable, the conversion rates and voting rights of such preferred stock.

 

Each shareholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged as a result of the Reverse Stock Split, except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of common stock will be substantially unaffected by the Reverse Stock Split.

 

Generally, options, warrants and convertible securities of the Company outstanding immediately prior to the Reverse Stock Split will be appropriately adjusted by dividing the number of shares of common stock into which the options, warrants and convertible securities are exercisable or convertible by 25 and multiplying the exercise or conversion price thereof by 25, as a result of the Reverse Stock Split. Additionally, the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plans will be reduced proportionately.

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The forgoing description of the Amendment and Correction is qualified in its entirety by reference to the full text of the Amendment and Correction, filed herewith as Exhibits 3.1 and 3.2, and incorporated herein by reference in their entirety.

 

Item 7.01

Regulation FD Disclosure.

 

On March 31, 2022, the Company issued a press release announcing the effectiveness of the 1-for-25 reverse stock split of the Company’s issued and outstanding common stock. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated in this Item 7.01 by reference.

 

The information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

The following Exhibits are filed herewith:

 

Exhibit No.

 

Description

 

 

 

3.1*

 

Articles of Amendment to Articles of Incorporation of Rapid Therapeutic Science Laboratories, Inc. (1-for-25 Reverse Stock Split of Common Stock) filed with the Nevada Secretary of State on March 29, 2022, and effective March 31, 2022.

 

 

 

3.2*

 

Certificate of Correction filed with the Secretary of State of Nevada on March 29, 2022.

 

 

 

99.1**

 

Press Release Dated March 31, 2022.

 

 

 

104

 

Inline XBRL for the cover page of this Current Report on Form 8-K

 

*Filed herewith. 

**Furnished herewith. 

 

 

 

 

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SIGNATURES

 

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, thereunto duly authorized.

 

 

RAPID THERAPEUTIC SCIENCE

LABORATORIES, INC.

 

Date: March 31, 2022

/s/ Donal R. Schmidt, Jr.

Name: Donal R. Schmidt, Jr.

Title: Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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EXHIBIT A

 

ARTICLE III

AUTHORIZED CAPITAL STOCK

 

3.1 The Corporation shall have the authority to issue 800,000,000 shares of common stock having a par value of $0.001 per share (the “Common Stock”).

 

Reverse Stock Split of Outstanding Common Stock

 

Effective as of the effective date set forth under “Effective date and time of filing” on this Certificate of Amendment to Articles of Incorporation (or in the absence of such date, on the date such Amendment to the Articles of Incorporation is filed with the Secretary of State of Nevada)(the “Effective Time”), every twenty-five (25) shares of the Corporation’s common stock (but not any shares of Preferred Stock), issued and outstanding immediately prior to the Effective Time, or held in treasury prior to the Effective Time (collectively the “Old Capital Stock”), shall be automatically reclassified and combined into One (1) share of common stock (the “Reverse Stock Split”). Any stock certificate that, immediately prior to the Effective Time, represented shares of Old Capital Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares as equals the quotient obtained by dividing the number of shares of Old Capital Stock represented by such certificate immediately prior to the Effective Time by twenty-five (25), subject to any adjustments for fractional shares as set forth below; provided, however, that each person holding of record a stock certificate or certificates that represented shares of Old Capital Stock shall receive, upon surrender of such certificate or certificates, a new certificate or certificates evidencing and representing the number of shares of capital stock to which such person is entitled under the foregoing reclassification. No fractional shares of capital stock shall be issued as a result of the Reverse Stock Split. In lieu of any fractional share of capital stock to which a shareholder would otherwise be entitled, the Corporation shall issue that number of shares of capital stock as rounded up to the nearest whole share. The Reverse Stock Split shall have no effect on the number of authorized shares of capital stock set forth above, any previously designated series of preferred stock (except to the extent such split adjusts the conversion ratio thereof) or the par value thereof as set forth above in the preceding paragraphs.

 

3.2 Preferred Stock. The Corporation shall have the authority to issue 100,000,000 shares of preferred stock having a par value of $0.001 per share (the “Preferred Stock”). The Board of Directors is expressly granted authority to issue shares of Preferred Stock, in one or more series, and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the Nevada Revised Statutes. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.

 

 

 

 

 

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Exhibit 99.1

 

Rapid Therapeutic Science Laboratories

Announces 1-for-25 Reverse Stock Split

 

DALLAS, TX, March 31, 2022 - Rapid Therapeutic Science Laboratories, Inc. (OTC: RTSL) (“Rapid Therapeutic'' or the “Company”), a growth-oriented aerosol manufacturing company focused on delivery of non-psychoactive cannabinoid compounds, announces today it has effected a 1-for-25 reverse split of its common stock effective March 31, 2022.  Commencing with the opening of trading on the OTC Market on March 31, 2022, the Company’s common stock will trade on a post-split basis under the symbol ‘RTSLD’ for 20 business days and thereafter will revert to ‘RTSL’. The Company also increased its authorized shares of common stock to 800,000,000 shares of common stock effective at the same time. The reverse stock split was implemented by the Company as one measure in its pursuit of up-listing its common stock to the Nasdaq Capital Market.

 

“This is an essential part of our ongoing efforts to up-list to the Nasdaq Capital Market and we are very excited to have taken this next step toward that goal,” commented Donal Schmidt, CEO of Rapid Therapeutic, who continued “We believe that this step has the potential of increasing market awareness and attracting additional investors. Moving forward, we anticipate additional milestones both from a financial and a business perspective with the goal of increasing shareholder value.”

 

As a result of the reverse stock split, the CUSIP number for the Company’s common stock will now be 753431204 and every 25 shares of issued and outstanding common stock will be exchanged for 1 share of common stock, with any fractional shares being rounded up to the next higher whole share.

 

Immediately after the reverse stock split becoming effective, the Company will have approximately 7,746,676 shares of common stock issued and outstanding (without factoring in for any rounding).  Proportional adjustments will be made to the number of shares of common stock issuable upon exercise of the Company’s outstanding stock options, warrants and convertible securities, as well as the applicable exercise price and conversion price thereof. The reverse stock split will not have any effect on the par value of the common stock or preferred stock, the authorized shares of preferred stock, or any previously designated shares of preferred stock, except to the extent the conversion ratio thereof is adjusted as a result of such reverse stock split.

 

The reverse stock split was approved by stockholders holding a majority of the Company’s voting power on January 11, 2022. The reverse stock split impacts all holders of the Company’s common stock proportionally and will not impact any shareholder’s percentage ownership of common stock (except to the extent of the rounding described above).

 

Before the listing of the Company’s common stock on The Nasdaq Capital Market can occur, the Company will need to meet Nasdaq’s requirements for uplisting and Nasdaq will need to approve the Company’s application for listing. There can be no assurance that the Company will meet the uplisting criteria or that the Company’s Nasdaq listing application will be approved on a timely basis or at all.

 

Shareholders with book-entry shares or who hold their shares through a bank, broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to the broker’s or nominee’s particular procedures for processing the reverse stock split, and will not be required to take any action in connection with the reverse stock split. The Company’s record shareholders should contact their broker or the Company’s transfer agent, Securities Transfer Corporation, at (469) 633-0101, for any necessary assistance relating to the reverse stock split.

 

Additional information regarding the reverse stock split is available in the Form 8-K filed today by the Company.

 

About Rapid Therapeutic Science Laboratories, Inc. (OTC Pink: RTSL)

RTSL is a biopharmaceutical company that has developed a method of formulating and manufacturing pressurized metered dose inhalers (pMDI) that contain and properly aerosolize proprietary formula of one or more patent pending pharmaceutical grade cannabinoid compounds. RTSL has developed and is continuing to develop a series of complementary products in addition to its inhaler. The Company’s nhāler product line is manufactured (provided that such manufacturing is currently paused) in compliance with good manufacturing process (GMP). The Company is preparing to file an anticipated investigational new drug application (IND) with the FDA for its CBD MDI.

 

Although legal for consumption in many states, CBD is not yet approved by the FDA for human or animal consumption except as a drug in prescription medication.

 

We encourage all individuals to do their own research regarding cannabinoids, the use of MDI and our other products. Always consult a physician prior to using any cannabinoid product. RTSL makes no therapeutic claims regarding its products, the use of its products, or any results which can be obtained from using its products. None of our products are intended to diagnose, treat, cure, or prevent any disease. If you experience any adverse reaction of any non-psychotropic cannabinoid, stop use immediately and seek appropriate medical attention. RTSL’s products are not approved by the FDA or under the Food Drug & Cosmetics Act (FD&C Act). Our products contain zero THC.  Visit our corporate website at www.rtslco.com.

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Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the federal securities laws. In particular, when used in the preceding discussion, the words “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions are intended to identify forward-looking statements. Any statements made in this news release, including statements related to the closing of the offering, other than those of historical fact, about an action, event or development, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause the results of the Company, its divisions and concepts to be materially different than those expressed or implied in such statements. These risk factors and others are included from time to time in filings made by the Company with the Securities and Exchange Commission, including, but not limited to, in the “Risk Factors” sections in its Form 10-Ks and Form 10-Qs and in its Form 8-Ks, which we have filed, and file from time to time, with the U.S. Securities and Exchange Commission. These reports are available at www.sec.gov.

 

Other unknown or unpredictable factors also could have material adverse effects on the Company’s future results and/or could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements which include, among others, the Company’s ability to realize any anticipated benefits from the reverse stock split, the uncertain nature of the expected impact of the reverse stock split on the future market price of the Company’s common stock, the ability to complete planned future offerings, Nasdaq approval of our uplisting application and our ability to meet Nasdaq listing requirements, the need for future funding, the required maturity dates of outstanding debt, the terms of our convertible securities, the timing of the filing of patent applications, the failure to obtain patents for our products and processes, the costs associated therewith, a delay in, or the failure of, our filing of the planned IND, or the failure of the FDA to approve the IND, the outcome of studies, the planned timing of product availability, the demand for such products, and our ability to produce significant quantities of such products.

 

The forward-looking statements included in this press release are made only as of the date hereof. The Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. We undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

 

 

Investors:

CORE IR

info@rtslco.com

 

Media:

Jules Abraham

CORE IR

julesa@coreir.com

917-885-7378