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MarketScreener Homepage  >  Equities  >  OTC Bulletin Board  >  Canfield Medical Supply Inc    IPO-CANM

CANFIELD MEDICAL SUPPLY INC

(IPO-CANM)
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CANFIELD MEDICAL SUPPLY, INC. : Unregistered Sale of Equity Securities, Changes in Control or Registrant, Financial Statements and Exhibits (form 8-K)

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06/25/2019 | 04:32pm EDT

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.





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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.



(d)  Exhibits.



Exhibit No. Description

10.1          Securities Purchase Agreement by and between Michael J. West and
            WesBevLLC






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© Edgar Online, source Glimpses

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Managers
NameTitle
Michael J. West President, Chief Executive Officer & Director
Stephen H. West CFO, Secretary, Treasurer & Director
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