Item 3.02 Unregistered Sales of Equity Securities
Effective June 21, 2019 the registrant sold 336,000 shares of common stock (the
"Shares") to WesBev LLC for $100,000. No finder's or placement agent fees were
paid or incurred by Canfield Medical Supply, Inc. (the "Company") in connection
with this private transaction. WesBev LLC is an accredited investor within the
meaning of federal securities laws. The Company agreed to sell the Shares
to an "accredited investor," as that term is defined in the Securities Act of
1933, as amended (the "Securities Act"), in reliance on the exemption from
registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of
Regulation D promulgated under the Securities Act and corresponding provisions
of state securities or "blue sky" laws. WesBev LLC represented that it
is acquiring the Shares for investment only and not with a view towards, or for,
resale in connection with, the public sale or distribution thereof. Accordingly,
the Shares have not been registered under the Securities Act and such securities
may not be offered or sold in the United States absent registration or an
exemption from registration under the Securities Act and any applicable state
securities laws. Neither this Current Report on Form 8-K nor any exhibit
attached hereto is an offer to sell or the solicitation of an offer to buy
shares of common stock or other securities of the Company.
Item 5.01 Change in Control of Company
On June 21, 2019, WesBev LLC, a Nevada limited liability company, purchased from
Michael J. West, president, chief executive officer and a director of the
Company, eight million shares of his common stock, constituting record and
beneficial ownership of approximately 69.7% of the 11,477, 200 issued and
outstanding shares of common stock of the Company. Mr. West sold these shares to
WesBev for an aggregate purchase price of two hundred seventy five thousand
dollars. The Company has been advised that WesBev utilized its own funds in
making this share purchase. After giving effect to the purchase of 336,000
unregistered shares described in Item 3.02 above WesBev LLC owns beneficially
and of record 8,336,200 shares or about 71% of the issued and outstanding shares
of common stock of the Company.
As part of his agreement with WesBev, Mr. West undertook to appoint or cause the
appointment of up to three persons nominated by WesBev to the board of directors
of the Company. The Company is in the business of home health services,
primarily the selling of durable medical equipment and medical supplies to the
public, nursing homes, hospitals and other end users. The purchaser has
indicated that it will seek to transition the Company into a different line of
business which in the view of the purchaser may offer greater revenue growth and
increased shareholder values than those which may be available from the historic
and current operations of the Company. No assurance can be given that any
transaction may result from the purchaser's efforts or if consummated that any
such transaction may prove successful.
As a result of the foregoing purchase transaction and its sole voting power over
the shares acquired, WesBev LLC is the majority stockholder of the Company and
will be in a position to control the day to day operations of the Company and
shape the future direction of Company affairs. Mr. West will continue serving as
president, chief executive officer and director of the Company.
The parties were at arms-length at the time of entering into the transaction.
There was no prior relationship between Mr. West, the Company and WesBev LLC.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
10.1 Securities Purchase Agreement by and between Michael J. West and
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