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 reported) November 13, 2020
QUANTA, INC.
(Exact name of registrant as specified in its chapter)
| Nevada | 000-56025 | 81-2749032 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 3606 W. Magnolia Blvd., Burbank, CA | 91505 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (818) 659-8052
n/a
(Former name or former address, if changed since last report)
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 CFR230.425) |
| [ ] | 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Item 1.01. Entry into a Material Definitive Agreement.
Control Block Transfer Agreement
On November 16, 2020, the Company entered into a Control Block Transfer Agreement with Eric Rice and Phil Sands, pursuant to which, Mr. Rice agreed to transfer 2,500,000 shares of the Company’s Series A Super Voting Preferred Stock to Mr. Sands, representing a transfer of majority voting control over the Company because the holder of such 2,500,000 shares of our Series A Super Voting Preferred Stock automatically carries a vote equal to 51% on all matters submitted to a vote of the holders of our Common Stock and Preferred Stock. Mr. Rice agreed to transfer the Control Block to Phil Sands in order to consummate the Company’s transition into a holding company, without requiring the Company to further dilute its stock through the issuance of new shares.
Share Cancellation Agreement
On November 16, 2020, the Company entered into a Share Cancellation Agreement with Eric Rice, holder of 18,030,032 shares of QNTA Common Stock, pursuant to which Mr. Rice agreed to cancel 17,030,032 shares, and to retain ownership of 1,000,000 shares of Common Stock. Mr. Rice agreed to cancel and return to treasury 17,030,032 shares in order to assist the Company with its plans to attract experienced management, reorganize into a holding company, while transitioning the Company’s existing CBD business operations into a newly formed operating subsidiary, without requiring QNTA to further dilute its stock through the issuance of new shares.
A copy of the Control Block Transfer Agreement, Share Cancellation Agreement are attached hereto as Exhibits. The descriptions of the Control Block Transfer Agreement and Share Cancellation Agreement herein are qualified by the terms of the full text of the respective agreements attached hereto and the terms thereof are incorporated herein by reference.
Item 5.01 Changes in Control of Registrant
As discussed in Item 1.01 above, the November 16, 2020 Control Block Transfer Agreement represents a change in majority voting control of the Company, since Phil Sands now holds the Control Block, entitling him to 51% majority voting control on all matters coming before a vote of our shareholders.
Item 5.02 Appointment of New Officer
Board Consent and Resignation
On November 13, 2020, and in connection with the Transition to a Holding Company, Mr. Phil Sands was appointed to serve as our new Chief Executive Officer, a role which he will assume following the ten-day period after the mailing of a Schedule 14F to our shareholders of record, at which time Eric Rice shall resign from all officer and director positions with the Company. Until that time, Mr. Rice shall continue to serve as our Chief Executive Officer. As Phil Sands was previously appointed as a member of our Board of Directors, as disclosed in our Current Report on Form 8-K filed on November 13, 2020, our Board presently consists of two directors, Eric Rice and Phil Sands.
A copy of the Board of Directors Consent dated November 13, 2020 and Mr. Rice’s Resignation Letter, also dated November 13, 2020, are attached hereto and incorporated herein by reference.
Pursuant to the foregoing, the Company shall file a Schedule 14F in the following days to detail majority shareholder approval of Change in Control of our Board of Directors in connection with the Transition to a Holding Company.
Item 9.01. Financial Statements and Exhibits. (d) Exhibits
| 10.1 | Control Block Transfer Agreement dated November 16, 2020 | |
| 10.2 | Share Cancellation Agreement dated November 16, 2020 | |
| 10.3 | Board of Directors Consent and Resignation dated November 13, 2020 | |
| * | Schedules and exhibits omitted pursuant to Item 601(b)(2) of the Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Quanta, Inc. has caused this report to be signed on its behalf by the undersigned duly authorized person.
| QUANTA, INC.. | ||
| Dated: November 18, 2020 | By: | /s/ Eric Rice |
EXHIBIT 10.1
CONTROL BLOCK SHARE TRANSFER AGREEMENT
THIS CONTROL BLOCK SHARE TRANSFER AGREEMENT is made effective as of the 16th day of November, 2020, by and among QUANTA, INC., a Nevada (“Pubco” or “QNTA”) and Eric Rice, the majority shareholder in Pubco (“Controlling Shareholder”) and Phil Sands.
WHEREAS, The Controlling Shareholder is the registered and beneficial owner of 2,500,000 shares of Series A Preferred Stock in Pubco, which represents majority voting control over Pubco by virtue of its 51% vote on all matters submitted to a vote of the holders of Pubco common and preferred stock (the “Control Block”);
WHEREAS, Controlling Shareholder has agreed to transfer and assign to Phil Sands all 2,500,000 shares of Series A Preferred Stock (the “Shares”) in order to consummate the transition of Pubco into a holding company, without requiring Pubco to further dilute its stock through the issuance of new shares (the “Transaction”); and
WHEREAS, the Controlling Shareholder is expressly retaining ownership in 1,000,000 shares of Common Stock in Pubco, and believes in good faith that by assigning the Shares to Phil Sands, QNTA will have a greater chance of success and by extension, Controlling Shareholder will benefit over time due to an increased stock price and expanded market for QNTA stock; and
THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows:
| 1. | REPRESENTATIONS AND WARRANTIES OF controlling shareholder and pubco |
| 1.1 | Title and Authority of Controlling Shareholder. The Controlling Shareholder is and will be as of the Closing, the registered and beneficial owner of and will have good and marketable title to all of the aforementioned 2,500,000 shares of Series A Preferred Stock held by him and will hold such free and clear of all liens, charges and encumbrances whatsoever; and such shares of QNTA Stock held by the Controlling Shareholder have been duly and validly issued and are fully paid and non-assessable. The Controlling Shareholder has due and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and to transfer the registered, legal and beneficial title and ownership of the 2,500,000 shares of Series A Preferred Stock. |
| 2. | MISCELLANEOUS PROVISIONS |
| 2.1 | Further Assurances. Each of the parties hereto will co-operate with the others and execute and deliver to the other parties hereto such other instruments and documents and take such other actions as may be reasonably requested from time to time by any other party hereto as necessary to carry out, evidence, and confirm the intended purposes of this Agreement. |
| 2.2 | Amendment. This Agreement may not be amended except by an instrument in writing signed by each of the parties. |
| 2.3 | Expenses. Each party will bear their own respective costs incurred in connection with the preparation, execution and performance of this Agreement and the Transaction contemplated hereby, including the legal fees, all fees and expenses of agents, representatives and accountants, and other costs incurred in connection with the preparation, execution and performance of this Agreement and the Transaction contemplated hereby. |
| 2.4 | Entire Agreement. This Agreement, and the other documents in connection with this transaction contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior arrangements and understandings, both written and oral, expressed or implied, with respect thereto. Any preceding correspondence or offers are expressly superseded and terminated by this Agreement. |
| 2.5 | Notices. All notices and other communications required or permitted under to this Agreement must be in writing and will be deemed given if sent by personal delivery, faxed with electronic confirmation of delivery, internationally-recognized express courier or registered or certified mail (return receipt requested), postage prepaid, to the parties at the addresses (or at such other address for a party as will be specified by like notice) as on file with QNTA’s transfer agent. |
| 2.6 | Headings. The headings contained in this Agreement are for convenience purposes only and will not affect in any way the meaning or interpretation of this Agreement. |
| 2.7 | Benefits. This Agreement is and will only be construed as for the benefit of or enforceable by those persons party to this Agreement. |
| 2.8 | Assignment. This Agreement may not be assigned (except by operation of law) by any party without the consent of the other parties. |
| 2.9 | Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Nevada applicable to contracts made and to be performed therein. |
| 2.10 | Counterparts. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. |
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.
| QUANTA, INC. | ||
| By: | /s/ Eric Rice | |
| Authorized Signatory | ||
| Name: | Eric Rice | |
| Title: | Chief Executive Officer | |
| CONTROLLING SHAREHOLDER | |
| /s/ Eric Rice | |
| Eric Rice, holder of 2,500,000 shares of Series A Preferred Stock |
| Phil Sands | |
| /s/ Phil Sands | |
| Phil Sands |
EXHIBIT 10.2
SHARE CANCELLATION AGREEMENT
THIS SHARE CANCELLATION AGREEMENT (“Agreement”) is made effective as of this 16th day of November, 2020 by and between QUANTA, INC., a Nevada corporation with an address at 3606 W. Magnolia Blvd., Burbank, CA 91505 (“Pubco”) and Eric Rice, a shareholder in Pubco (“Shareholder”)
WHEREAS:
| A. | The Shareholder is the registered and beneficial owner of 18,030,032 shares of common stock in Pubco; |
| B. | Shareholder has agreed to cancel and return to treasury 17,030,032 shares (the “Shares”) of the Shareholder’s common stock in order to assist the Company with its plans to attract experienced management, reorganize into a holding company, while transitioning the Company’s existing CBD business operations into a newly formed operating subsidiary, without requiring QNTA to further dilute its stock through the issuance of new shares; and |
| C. | The Shareholder is expressly retaining beneficial ownership in the remaining 1,000,000 additional shares in QNTA held in his own name, and believes in good faith that by cancelling the Shares, QNTA will have a greater chance of success and by extension, the Shareholder will benefit over time due to an increased stock price and expanded market for QNTA stock; and |
THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows:
| 3. | REPRESENTATIONS AND WARRANTIES OF Shareholder and pubco |
| 3.1 | Title and Authority of Shareholder. The Shareholder is and will be as of the Closing, the registered and beneficial owner of and will have good and marketable title to all of 17,030,032 shares held by him and will hold such free and clear of all liens, charges and encumbrances whatsoever; and such shares of QNTA Stock held by the Shareholder have been duly and validly issued and are fully paid and non-assessable. The Shareholder has due and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and to cancel the registered, legal and beneficial title and ownership of the 17,030,032 shares of QNTA Stock held by the Shareholder. |
| 3.2 | Capitalization. The entire authorized common stock of Pubco consists of 100,000,000 shares of common stock par value $0.001 (the “Pubco Common Stock”). All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. |
| 4. | MISCELLANEOUS PROVISIONS |
| 4.1 | Further Assurances. Each of the parties hereto will co-operate with the others and execute and deliver to the other parties hereto such other instruments and documents and take such other actions as may be reasonably requested from time to time by any other party hereto as necessary to carry out, evidence, and confirm the intended purposes of this Agreement. |
| 4.2 | Amendment. This Agreement may not be amended except by an instrument in writing signed by each of the parties. |
| 4.3 | Expenses. Each party will bear their own respective costs incurred in connection with the preparation, execution and performance of this Agreement, including the legal fees, all fees and expenses of agents, representatives and accountants, and other costs incurred in connection with the preparation, execution and performance of this Agreement. |
| 4.4 | Entire Agreement. This Agreement, and the other documents in connection with the Transition to a Holding Company contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior arrangements and understandings, both written and oral, expressed or implied, with respect thereto. Any preceding correspondence or offers are expressly superseded and terminated by this Agreement. |
| 4.5 | Notices. All notices and other communications required or permitted under to this Agreement must be in writing and will be deemed given if sent by personal delivery, faxed with electronic confirmation of delivery, internationally-recognized express courier or registered or certified mail (return receipt requested), postage prepaid, to the parties at the addresses for the parties on file with QNTA’s transfer agent. |
| 4.6 | Headings. The headings contained in this Agreement are for convenience purposes only and will not affect in any way the meaning or interpretation of this Agreement. |
| 4.7 | Benefits. This Agreement is and will only be construed as for the benefit of or enforceable by those persons party to this Agreement. |
| 4.8 | Assignment. This Agreement may not be assigned (except by operation of law) by any party without the consent of the other parties. |
| 4.9 | Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Nevada applicable to contracts made and to be performed therein. |
| 4.10 | Counterparts. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. |
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF the parties hereto have executed this Share Cancellation Agreement as of the day and year first above written.
| QUANTA, INC. | ||
| By: | /s/ Eric Rice | |
| Authorized Signatory | ||
| Name: | Eric Rice | |
| Title: | Chief Executive Officer | |
| SHAREHOLDER | |
| /s/ Eric Rice | |
| Eric Rice, holder of 18,030,032 | |
| shares of Pubco Common Stock |
EXHIBIT 10.3
ACTION BY WRITTEN CONSENT
OF DIRECTORS
(Nevada Revised Statutes 78.315(2))
OF
QUANTA, INC.
A Nevada Corporation
The undersigned Directors of Quanta, Inc., a Nevada Corporation (the “Company”) pursuant to the Nevada Revised Statutes, hereby consent to the following actions of the Corporation as of the date set forth below:
| 1. | APPOINTMENT OF PHIL SANDS AS CEO |
| RESOLVED: That pursuant to the Company’s Transition to a Holding Company, Phil Sands was previously appointed as a member of the Company’s Board of Directors. Mr. Sands is hereby also appointed as the Company’s Chief Executive Officer, with such appointment as CEO to be effective ten days following the mailing of a Schedule 14F Information Statement to the Company’s Shareholders. | |
| 2. | RESIGNATION OF ERIC RICE FROM ALL OFFICER AND DIRECTOR POSITIONS |
| RESOLVED: That pursuant to the closing of the Company’s Transition to a Holding Company, and following the appointment of Mr. Sands as CEO, the Company has today received and hereby accepts the attached resignation letter of Eric Rice from all officer and director positions with the Company, to be effective ten days following the mailing of the Schedule 14F Information Statement to the Company’s Shareholders. | |
| 3. | OMNIBUS RESOLUTION |
| RESOLVED FURTHER, that the officers of the Company, and each of them, and such persons appointed to act on their behalf pursuant to the foregoing resolutions, are hereby authorized and directed in the name of the Company and on its behalf, to execute any additional certificates (including any officer’s certificates), agreements, instruments or documents, or any amendments or supplements thereto, or to do or to cause to be done any and all other acts as they shall deem necessary, appropriate or in furtherance of the full effectuation of the purposes of each of the foregoing resolutions. |
Dated: November 13, 2020
| /s/ Eric Rice | /s/ Phil Sands | |
| Eric Rice, Director | Phil Sands, Director |
November 13, 2020
To the Board of Directors of Quanta, Inc.
As Phil Sands was today appointed by the Board of Directors of Quanta, Inc. (the “Company”) as Chief Executive Officer, (which appointment shall become effective ten days following the mailing of the Schedule 14F to the Company’s Shareholders) I, Eric Rice, hereby resign from all officer and director positions with the Company (which shall become effective ten days following the mailing of the Schedule 14F to the Company’s Shareholders), leaving Phil Sands as the Company’s sole officer and director.
My resignation therefrom was a condition of the Company’s Transition to a Holding Company, and is not due to any disagreement with the Company or its Board of Directors.
Sincerely,
| /s/ Eric Rice | |
| Eric Rice |
|
| Eric Rice – President & CEO |