RENEWABLE INNOVATIONS, INC. Item 1.01 Entry into a Material Definitive Agreement.
On
In connection with the Merger, we filed articles of merger with the
Immediately prior to the Merger, there were 6,090,580 shares of our Common Stock
issued and outstanding and warrants outstanding to acquire up to an aggregate of
10,135,000 shares of our Common Stock. As a result of the Merger, we issued to
the shareholders of Renewable Innovations an aggregate of 2,155,684 shares of
our Series A Convertible Preferred Stock, par value
In connection with the closing of the Merger, the following changes to the Board
occurred on
?Thomas M. Grbelja andWilliam McLeod resigned as members of the Board, effective on the Closing Date; ?Robert L. Mount was appointed as a member of the Board, effective on the Closing Date; ?Lynn Barney was appointed as a member of the Board, effective 10 days after the mailing of this Information Statement to our shareholders; and ?Alex Aliksanyan resigned as a member of the Board, effective 10 days after the mailing of this Information Statement to our shareholders.
Item 3.02 Unregistered Sale of
In connection with the transactions described in Item 1.01, we issued to the
shareholders of Renewable Innovations an aggregate of 2,155,684 shares of our
Series A Convertible Preferred Stock, par value
Item 3.03 Material Modifications to Rights of Security Holders.
On
Item 5.01 Changes in Control of Registrant.
Changes to the Board of Directors
In connection with the closing of the Merger described in Item 1.01 above, the
following changes to the Board occurred on
?
effective on the Closing Date;
?
Closing Date;
?
the mailing of this Information Statement to our shareholders; and
?
mailing of this Information Statement to our shareholders.
3 Changes in Security Ownership
The following table sets forth, as of
Common Stock
Amount of
Beneficial Percent of
Name and Address Ownership (1) Class (2)
Robert L. Mount (3)(6)(8) 120,524,050 95.19 %
Lynn Barney (4)(6)(8) 71,583,189 92.16 %
Alex Aliksanyan (5)(7)(8)(9) 398,827 6.55 %
All Officers and Directors as a Group (3 Persons) 192,506,066 97.13 %
(1) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 under the Exchange Act and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under
Rule 13d-3, beneficial ownership includes any shares as to which the
individual has sole or shared voting power or investment power and also any
shares which the individual has the right to acquire within 60 days through
the exercise of any warrant, stock option or other right. The persons named
in the table have sole voting and investment power with respect to all shares
of common stock shown as beneficially owned by them, subject to community
property laws where applicable and the information contained in the footnotes
to this table.
(2) Based on 6,090,580 shares of Common Stock issued and outstanding as of
December 1, 2022 . Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for purposes of computing the percentage of any other person.
(3) Includes 120,524,050 shares of Common Stock underlying 1,205,240.50 shares of
Series A Convertible Preferred Stock which are convertible within 60 days of
the date of this Information Statement.
(4) Includes 71,583,189 shares of Common Stock underlying 715,831.89 shares of
Series A Convertible Preferred Stock which are convertible within 60 days of
the date of this Information Statement.
(5) Excludes 2,945,000 shares of Common Stock underlying warrants that are not
exercisable within 60 days of the date of this Information Statement.
(6) Unless otherwise noted, the address of each beneficial owner is c/o Renewable
(7) Unless otherwise noted, the address is c/o
(8) Indicates an officer and/or director of the Company.
as a director will be effective 10 days after the mailing of this Information
Statement to our shareholders.
(9)
after this Information Statement is mailed to our shareholders.
4
Identification of Current Executive Officers and Current and Incoming Directors of the Company
The following sets forth information about our directors and executive officers as of the date of closing of the transactions described in Item 1.01 and the individuals who have been appointed to serve as our directors, effective 10 days after the mailing of this Information Statement to our shareholders:
Name Age Position Robert L. Mount (1) 67 Chief Executive Officer, President and Director Lynn Barney (2) 75 Chief Financial Officer, Secretary and Director Alex Aliksanyan (3) 72 Director
(1) On
(2) On
(3) On
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The disclosure from Item 5.01 is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure from Item 3.03 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No.Name and/or Identification of Exhibit 2.1 Agreement and Plan of Merger amongNesetbuilder.com Corp , NBMerger Corp. , andRenewable Innovations, Inc. datedDecember 1, 2022 2.2 Certificate of Merger ofNB Merger Corp. with and into RenewableInnovations, Inc. 2.3 Agreement and Plan of Merger ofNestbuilder.com Corp and RenewableInnovations, Inc. 3.1 Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 7
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