Item 2.01 Completion of Acquisition or Disposition of Assets.
On February 28, 2022, Signet International Holdings, Inc. (the "Company"),?
Estate of Ernest W. Letiziano, Ms. Hope Hillabrand, and Mr. Thomas Donaldson
??(collectively, the "Controlling Shareholders") and Golden Ally Lifetech Group
Co., Ltd., a Delaware corporation ("Golden Ally") entered into a Share Purchase
and Exchange Agreement (the "SPA"). The transactions contemplated by the SPA
were consummated on April 6, 2022 (the "Closing"). Immediately after the
Closing, the former stockholders of Golden Ally collectively hold beneficially
and of record over 99% of the total issued and outstanding equity securities and
voting power of the Company. Prior to the Transactions, the former Golden Ally
stockholders did not own any Company shares. For more information, see the
SCHEDULE 14C and SCHEDULE 14F-1 filed by the Company on March 16, 2022.
Item 3.02 Unregistered Sales of Equity Securities.
At the Closing, the Company issued ?1 billion shares of Series A preferred
stock, par value $0.00001 per share, and approximately 8.48 billion shares of
common stock, par value $0.0001 per share? of the Company (the "Company Shares")
to the former stockholders of Golden Ally, and such Company Shares were issued
with a restrictive legend that such shares have not been registered under the
Securities Act of 1933, as amended (the "Securities Act") and are subject to
transfer restrictions. The issuance of the Company Shares was exempt from
registration pursuant to Section 4(a)(2) of the Securities Act and Regulation S
promulgated thereunder.
Item 5.01 Changes in Control of Registrant.
The information regarding the Transactions set forth in "Item 2.01 - Completion
of Acquisition or Disposition of Assets" and the information set forth in "Item
5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers" are incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers
Effectively upon the Closing, Alysia WolfsKeil, Esq. resigned as the sole
director, the Chief Executive Officer and Chief Financial Officer of the
Company. On April 6, 2022, the controlling shareholders of the Company appointed
a new slate of directors of the Company (the "New Board") and immediately
thereafter, the New Board appointed certain executive officers of the Company
(the "New Officers"). Additional information is contained in SCHEDULE 14C and
SCHEDULE 14F-1 filed by the Company on March 16, 2022 relating to the members of
the New Board and the New Officers.
Item 5.03 Amendments to Certificate of Incorporation or Bylaws
In connection with Closing, the Company filed the Amended and Restated
Certificate of Incorporation in the form attached hereto as Exhibit 3.1 with the
Delaware Secretary of State which became effective on April 6, 2021. On April 6,
2022, the Company also adopted the Amended and Restated Bylaws in the form
attached hereto as Exhibit 3.2.
Item 9.01 Financial Statements and Exhibits
Exhibit
Number Description of Exhibit
3.1 Amended and Restated Certificate of Incorporation of the Company?,
amended through April 6, 2022
?
3.2 Amended and Restated Bylaws of the Company, as amended
1
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