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):   November 6, 2017

 

SanSal Wellness Holdings, Inc.
(Exact name of registrant as specified in charter)

 

Nevada   333-191251     99-0375676
(State or other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

6610 North University Drive #220, Fort Lauderdale, FL   33321
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: ( 954) 722-1300

 

Armeau Brands Inc.
(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 Company 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(b) under the Exchange Act (17 CFR 240.14a-12(b))

 

¨ 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))

 

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  x

 

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.  ¨

 

 

 

 

As used in this Current Report on Form 8-K, and unless otherwise indicated, the terms “ the Company ,” “ we ,” “ us ” and “ our ” refer to SanSal Wellness Holdings, Inc. and its subsidiary, 271 Lake Davis Holdings, LLC d/b/a/ SanSal, a Delaware limited liability company.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Years

 

On October 13, 2017, we filed Amended and Restated Articles of Incorporation with the Nevada Secretary of State changing our name from “Armeau Brands Inc.” to “SanSal Wellness Holdings, Inc.” The Amended and Restated Articles of Incorporation also authorize the creation of a class of “blank check” preferred stock. A copy of our Amended and Restated Articles of Incorporation is filed as Exhibit 3.1 hereto. The aforementioned change of name and a related change in the Company’s OTC markets trading symbol from ARUU to SSWH received authorization from FINRA effective November 7, 2017.

 

A copy of the Company’s press release dated November 6, 2017 announcing effectiveness of the change of name and trading symbol is filed herewith as Exhibit 99.1 and incorporated herein by reference.

 

Item 8.01 Other Events

 

On November 9, 2017, the Company issued a press release announcing that we received FINRA authorization for implementation of a 6-for-1 forward split of the Company’s issued and outstanding shares of common stock in the form of a stock dividend. The Company’s Board of Directors previously approved the forward stock split. Accordingly, shareholders of the Company as of the record date of November 9, 2017 will receive five additional shares of common stock for each share then held.

 

A copy of the press release announcing the forward stock split is filed herewith as Exhibit 99.2 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No   Description
     
3.1   Amended and Restated Articles of Incorporation of SanSal Wellness Holdings, Inc. (formerly known as Armeau Brands Inc.)
     
99.1   Press release of SanSal Wellness Holdings, Inc. dated November 6, 2017, announcing the Company’s change of name and trading symbol
     
99.2   Press release of SanSal Wellness Holdings, Inc. dated November 9, 2017, announcing the Company’s 6-for-1 forward stock split

 

 

 

 

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 hereunto duly authorized.

 

Dated:  November 13, 2017 SANSAL WELLNESS HOLDINGS, INC.
     
  By: /s/ Alexander M. Salgado
    Alexander M. Salgado, Chief Executive Officer

 

 

 

 

Exhibit 3.1

 

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

SANSAL WELLNESS HOLDINGS, INC.

(f/k/a Armeau Brands Inc.)

 

The Articles of Incorporation of SANSAL WELLNESS HOLDINGS, INC. f/k/a Armeau Brands Inc. (the “ Corporation ”), originally filed with the Nevada Secretary of State on March 15, 2011, pursuant to Nevada Revised Statutes, Chapter 78 (the “ Corporations Code ”), are hereby amended and restated in their entirety as follows:

 

ARTICLE I. NAME

 

The name of the Corporation is SANSAL WELLNESS HOLDINGS, INC.

 

ARTICLE II. MAILING ADDRESS

 

The address of the Corporation’s principal office and the mailing address is 6610 North University Drive, Suite 220, Ft. Lauderdale, Florida 33321. The Board of Directors of the Corporation may, from time to time, change the address of the Corporation.

 

ARTICLE III. DURATION AND COMMENCEMENT OF EXISTENCE

 

The Corporation shall exist perpetually. The existence of the Corporation commenced on the date of filing of the original Articles of Incorporation with the Secretary of the State.

 

ARTICLE IV. PURPOSE

 

The Corporation is organized to engage in any activity or business permitted under the laws of the United States and Nevada.

 

ARTICLE V. CAPITAL STOCK

 

The aggregate number of shares of all classes of capital stock which this Corporation shall have authority to issue is two hundred and five million (205,000,000), consisting of (i) two hundred million (200,000,000) shares of common stock, par value $0.001 (the “ Common Stock ”), and (ii) five million (5,000,000) shares of preferred stock, par value $0.001 (the “ Preferred Stock ”).

 

The designations preferences, qualifications, limitations, rights and restrictions of the Preferred Stock and the Common Stock are as follows:

 

A.           PROVISIONS RELATING TO THE PREFERRED STOCK:

 

1.           The Preferred Stock may be issued from time to time in one or more classes or series, the shares of each class or series to have such designations, preferences, qualifications, limitations, rights and restrictions as are stated and expressed in these Articles of Incorporation and in the resolution or resolutions providing for the issuance of such class or series adopted by the Board of Directors are prescribed below.

 

 

 

 

2.          Authority is hereby expressly granted to and vested in the Board of Directors to authorize the issuance of the Preferred Stock from time to time in one or more classes or series, to determine and take necessary proceedings fully to effect the issuance and redemption of any such Preferred Stock, and, with respect to each class or series of Preferred Stock, to fix and state by the resolution or resolutions from time to time adopted providing for the issuance of the class or series the following:

 

(a)        Whether or not the class or series is to have voting rights, full or limited, or is to be without voting rights;

 

(b)        The number of shares to constitute the class or series and the designations of the class or series;

 

(c)        the preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions, if any, with respect to any class or series;

 

(d)       Whether or not the shares of any class or series shall be redeemable and if redeemable, the redemption price or prices, and the time or times at which the terms and conditions upon which such shares shall be redeemable and the manner of redemption;

 

(e)        whether or not the shares of a class or series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement, and if such retirement or sinking fund or funds shall be established, the annual amount thereof and the terms and provisions relative to the operation thereof;

 

(f)         the dividend rate, if any, whether any such dividends are payable in cash, stock of the Corporation or other property, the conditions upon which and the times when any such dividends are payable, the preference to or the relation to the payment of the dividends payable on any other class or series of stock, whether or not such dividends shall be cumulative or non-cumulative, and if cumulative, the date or dates from which such dividends shall accumulate;

 

(g)        The preferences, if any, and the amounts which the holders of any class or series shall be entitled to receive upon the voluntary or involuntary dissolution of or upon any distribution of the assets of the Corporation;

 

(h)        whether or not the shares of any class or series shall be convertible into, or exchangeable for, the shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation and the conversion price, ratio or rate at which such conversion or exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided for in such resolution or resolutions; and

 

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(i)         Such other special rights and protective provisions with respect to any class or series as the Board of Directors may deem advisable and in the best interest of the Corporation.

 

The shares of each class or series of Preferred Stock may vary from the shares of any other class or series in any or all of the foregoing respects. The Board of Directors may increase the number of shares of Preferred Stock designated for any existing class or series by a resolution adding to such class or series authorized and unissued shares of Preferred Stock not designated for any other class or series. The Board of Directors may decrease the number of shares of Preferred Stock designated for any class or series by a resolution, subtracting from such series unissued shares of Preferred Stock designated for such class or series, and the shares so subtracted shall become authorized, unissued and undesignated shares of Preferred Stock.

 

B.            PROVISIONS RELATED TO THE COMMON STOCK:

 

1.            Except as otherwise required by law or as may be provided by the resolutions of the Board of Directors authorizing the issuance of any class or series of Preferred Stock, as provided above, all rights to vote and all voting power shall be vested exclusively in the holders of Common Stock.

 

2.           Subject to the rights of the holders of the Preferred Stock, the holders of Common Stock shall be entitled to receive when, as and if declared by the Board of Directors, out of funds legally available for such purpose, dividends payable in cash, stock or otherwise.

 

3.           Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, and after the holders of the Preferred Stock shall have been paid in full the amounts to which they shall be entitled (if any) or a sum sufficient for such payment in full shall have been set aside, the remaining net assets of the Corporation shall be distributed pro rata to the holders of the Common Stock in accordance with their respective rights and interests to the exclusion of the holders of the Preferred Stock.

 

C.           GENERAL PROVISIONS:

 

1.           Except as may be provided by the resolutions of the Board of Directors authorizing the issuance of any class or series of Preferred Stock, as provided above, cumulative voting by any shareholder is hereby expressly denied.

 

2.           No shareholder of this Corporation shall have, by reason of its holding shares of any class or series of stock of the Corporation, any preemptive or preferential rights to purchase or subscribe for any other shares of any class or series of this Corporation now or hereafter authorized and any other equity securities, or any notes, debentures, warrants, bonds, or other securities convertible into, or options or warrants to purchase shares of, any class or series, now or hereafter authorized, whether or not the issuance of any such shares, or such notes, debentures, bonds or other securities, would adversely affect the dividend or voting rights of such shareholder.

 

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ARTICLE VI. REGISTERED OFFICE AND AGENT

 

The street address of the registered office of the Corporation is 701 S. Carson Street, Suite 200, Carson City, Nevada 89701. The Corporation’s registered agent at that address is National Registered Agents, Inc. of NV.

 

ARTICLE VII. INCORPORATOR

 

The name and street address of the Incorporator who filed the original Articles of Incorporation is Arto Tavukciyan, 1415 Ottawa Avenue, West Vancouver, BC V7T 2H6, Canada.

 

ARTICLE VIII. SHAREHOLDERS’ MEETINGS

 

The Corporation shall hold a special meeting of shareholders only:

 

A.          on call of the Board of Directors or persons authorized to do so by the Corporation’s Bylaws; or

 

B.           if the holders of not less than fifty percent (50%) of all votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the Corporation’s secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held.

 

ARTICLE IX. LIMITATION ON DIRECTOR LIABILITY

 

A director shall not be personally liable to the Corporation or the holders of shares of capital stock for monetary damages for breach of fiduciary duty as a director, except:

 

A.          for any breach of the duty of loyalty of such director to the Corporation or such holders;

 

B.           for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation or law;

 

C.           under Nevada Revised Statutes Section 78.300 or any other provision of the Corporations Code that now or in the future imposes liability on directors; or

 

D.           for any transaction from which such director derives an improper personal benefit.

 

If the Corporations Code is hereafter amended to authorize the further or broader elimination or limitation of the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Corporations Code, as so amended. No repeal or modification of this Article IX shall adversely affect any right of or protection afforded to a director of the Corporation existing immediately prior to such repeal or modification.

 

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ARTICLE X. INDEMNIFICATION

 

The Corporation shall indemnify, to the fullest extent permitted by law, as now or hereafter in effect, the Incorporator and any officer or director of the Corporation. Without limiting the generality of the foregoing, the Bylaws may provide for indemnification of the officers, directors, employees and agents on such terms and conditions as the Board of Directors may from time to time deem appropriate or advisable.

 

ARTICLE XI. BOARD OF DIRECTORS

 

The Corporation shall have no less than one (1) or more than fifteen (15) Directors. The number of Directors may be altered from time to time in accordance with the Corporation’s Bylaws.

 

ARTICLE XII. BYLAWS

 

The power to adopt, alter, amend or repeal the Bylaws shall be vested in the Board of Directors and the shareholders, except that the Board of Directors may not amend or repeal any bylaw adopted by the shareholders if the shareholders specifically provide that the bylaw is not subject to amendment or repeal by the Directors.

 

ARTICLE XIII. AMENDMENTS

 

The Corporation reserves the right to amend, alter, change, or repeal any provision in these Articles of Incorporation in the manner prescribed by law, and all rights conferred on shareholders are subject to this reservation.

 

*******************************************************************

The foregoing Amended and Restated Articles of Incorporation were adopted by the Board of Directors and the majority shareholder (having 79% of voting power) of the Corporation pursuant to a joint written consent dated September 18, 2017, in accordance with the provisions of the Nevada Revised Statutes, Chapter 78 .

 

IN WITNESS WHEREOF , the undersigned being the Chief Executive Officer of the Corporation, has executed these Amended and Restated Articles of Incorporation as of October 12, 2017.

 

  SANSAL WELLNESS HOLDINGS, INC.
     
  By: /s/ Alexander M. Salgado
    Name: Alexander M. Salgado
    Title: CEO

 

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Exhibit 99.1

 

Armeau Brands Inc. Completes Name Change to SanSal Wellness Holdings, Inc. and Announces New Trading Symbol SSWH

 

Fort Lauderdale, Florida - November 7, 2017 - SanSal Wellness Holdings, Inc. (“ SanSal Wellness or the Company ”) (OTC PINK: ARUU) is pleased to announce that the Company has received authorization from FINRA to implement its previously announced corporate name change from Armeau Brands Inc. to SanSal Wellness Holdings, Inc. and a corresponding change in its trading symbol.

 

Effective at the market open on Tuesday November 7, 21017, the Company’s shares of common stock will begin trading under the new trading symbol SSWH (CUSIP 80106F101 ).

 

The Company anticipates that shareholders holding common stock at registered brokerage firms in electronic form will have this name change processed automatically in their accounts over the next several days without further action from the shareholder. Shareholders holding physical certificates representing their shares are NOT required to submit their certificates for exchange. Physical certificate holders may contact the Company’s transfer agent, VStock Transfer LLC, at (212) 828-8436 to facilitate the exchange of their old Armeau Brands Inc. certificates for SanSal Wellness Holdings, Inc. shares should they wish to.

 

Alexander M. Salgado, CEO and co-founder of SanSal Wellness, commented, “The completion of the public company name change to SanSal Wellness Holdings, Inc. underscores our commitment to building shareholder value not only through recognition of our superior whole-plant hemp extract products, but also through strong nationwide sales and marketing strategies under the SanSal Wellness brand name.”

 

SanSal Wellness Holdings, Inc. IR/Media Contact

Toll-Free: (888) 549-7888

E-mail: investors@sansalwellness.com

 

About SanSal Wellness Holdings, Inc.

 

SanSal Wellness Holdings, Inc. is focused on producing superior quality, whole-plant, broad spectrum phytocannabinoid hemp oils and extracts. SanSal Wellness currently operates a 140-acre farm and production facilities in Pueblo, Colorado, and is registered with the Colorado Department of Agriculture to grow industrial hemp pursuant to federal law. The Company files periodic reports with the Securities and Exchange Commission, which can be viewed at www.sec.gov .

 

Cautionary Language Concerning Forward-Looking Statements

 

This SanSal Wellness Holdings, Inc. press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including those with respect to the Company’s mission statement and growth strategy, are “forward-looking statements.” Although the Company's management believes that such forward-looking statements are reasonable, it cannot guarantee that such expectations are, or will be, correct. These forward-looking statements involve many risks and uncertainties, which could cause the Company’s future results to differ materially from those anticipated. Potential risks and uncertainties include, among others, general economic conditions and conditions affecting the industries in which the Company operates; the uncertainty of regulatory requirements and approvals; and the ability to obtain necessary financing on acceptable terms or at all. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in the Company’s filings with the Securities and Exchange Commission. The Company assumes no obligation to update any of the information contained or referenced in this press release.

 

 

 

 

Exhibit 99.2

 

SanSal Wellness Holdings, Inc. Announces 6-for-1 Forward Stock Split Dividend

 

Fort Lauderdale, Florida - November 8, 2017 - SanSal Wellness Holdings, Inc. (“ SanSal Wellness or the Company ”) (OTCPINK: SSWH) is pleased to announce that FINRA has approved implementation of a 6-for-1 forward stock split in the form of a stock dividend. The stock split was previously authorized by the Board of Directors of the Company, as part of its recently completed milestone acquisition of 271 Lake Davis Holdings, LLC, d/b/a SanSal.

 

Shareholders owning SSWH common stock at the close of business on the record date, November 9, 2017, are entitled to receive five (5) additional shares of the Company’s common stock for each share then owned. The Company expects that shareholders holding shares at registered brokerage firms will have this forward split dividend transaction processed automatically in their accounts over the next few days. Shareholders holding physical stock certificates will have certificates evidencing the additional shares issued delivered to their registered address. Physical certificate holders with any questions may contact the Company’s transfer agent, VStock Transfer LLC, at info@vstocktransfer.com or (212) 828-8436.

 

Following the implementation of the stock split there will be 58,840,008 shares of common stock of the Company issued and outstanding. In addition, SanSal Wellness shares will trade under the symbol “SSWHD” for a period of 20 business days after implementation of the stock split.

 

Alexander M. Salgado, CEO and co-founder of SanSal Wellness, commented, “We anticipate this stock split dividend will allow greater market liquidity to accommodate a wider range of long-term investors and have a positive impact on our ability to fuel the future growth of the Company.”

 

SanSal Wellness Holdings, Inc. IR/Media Contact

Toll-Free: (888) 549-7888

E-mail: investors@sansalwellness.com

 

About SanSal Wellness Holdings, Inc.

 

SanSal Wellness Holdings, Inc. (OTCPink: SSWH) is focused on producing superior quality, whole-plant, broad spectrum phytocannabinoid hemp oils and extracts. SanSal Wellness currently operates a 140-acre farm and production facilities in Pueblo, Colorado, and is registered with the Colorado Department of Agriculture to grow industrial hemp pursuant to federal law. The Company files periodic reports with the Securities and Exchange Commission, which can be viewed at www.sec.gov .

 

Cautionary Language Concerning Forward-Looking Statements

 

This SanSal Wellness Holdings, Inc. press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including those with respect to the Company’s mission statement and growth strategy, are “forward-looking statements.” Although the Company's management believes that such forward-looking statements are reasonable, it cannot guarantee that such expectations are, or will be, correct. These forward-looking statements involve many risks and uncertainties, which could cause the Company’s future results to differ materially from those anticipated. Potential risks and uncertainties include, among others, general economic conditions and conditions affecting the industries in which the Company operates; the uncertainty of regulatory requirements and approvals; and the ability to obtain necessary financing on acceptable terms or at all. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in the Company’s filings with the Securities and Exchange Commission. The Company assumes no obligation to update any of the information contained or referenced in this press release.