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Change of Control
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6 Months Ended |
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Nov. 30, 2014
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| Change of Control |
Note 6 – Change of Control On November 12, 2014, CLS Labs, Inc. (“CLS Labs”), a Nevada corporation, acquired from Larry Adelt all of Mr. Adelt’s outstanding shares of common stock in the Company pursuant to a Securities Purchase Agreement dated November 12, 2014. Pursuant to the Securities Purchase Agreement, Mr. Adelt sold to CLS Labs 10,000,000 (6,250,000 post-split) shares of common stock in the Company, which represented 55.6% of the Company’s outstanding shares of common stock, in exchange for $295,250.00. Accordingly, CLS Labs acquired control of the Company. In accordance with the terms of the Securities Purchase Agreement, Jeffrey I. Binder, Chairman, President, Chief Executive Officer and a director of CLS Labs was appointed to the board of directors of the Company simultaneously with the closing. Upon his appointment, the Company’s Board of Directors consisted of Mr. Binder and Mr. Adelt. Immediately following the closing, Mr. Adelt resigned as President, Treasurer and Secretary of the Company. The Board of Directors subsequently appointed Mr. Binder as Chairman, President and Chief Executive Officer of the Company, and appointed Michael Abrams as Chief Operating Officer of the Company. On November 14, 2014, Mr. Adelt resigned from the Board of Directors.
As a condition to the closing, and pursuant to five stock purchase agreements each dated November 12, 2014, five people or entities unaffiliated with the Company purchased an aggregate of 7,975,000 (4,984,375 post-split) shares of common stock in the Company from twenty-four stockholders other than Mr. Adelt. The total number of shares acquired by these five purchasers represented 44.3% of the Company’s outstanding shares of common stock.
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