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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/16/22 Rapid Therap Science Labs, Inc. 10-K 12/31/21 68:3.6M Empire Stock Transf… Inc |
Document/Exhibit Description Pages Size
1: 10-K Form 10-K SEC Filing HTML 839K
2: EX-4.1 Description of Securities of the Registrant HTML 28K
3: EX-31.1 Sox 302 Certification (Ceo) HTML 22K
4: EX-31.2 Sox 302 Certification (CFO) HTML 22K
5: EX-32.1 Sox 906 Certification (Ceo) HTML 20K
6: EX-32.2 Sox 906 Certification (CFO) HTML 20K
12: R1 Document and Entity Information HTML 80K
13: R2 Consolidated Balance Sheets HTML 124K
14: R3 Consolidated Balance Sheets - Parenthetical HTML 38K
15: R4 Consolidated Statements of Operations HTML 83K
16: R5 Consolidated Statements of Stockholders' Equity HTML 75K
(Deficit)
17: R6 Consolidated Statements of Cash Flows HTML 110K
18: R7 General Organization and Business HTML 25K
19: R8 Summary of Significant Accounting Policies HTML 33K
20: R9 Going Concern Disclosure HTML 23K
21: R10 Intangible Assets Disclosure HTML 26K
22: R11 Asset Acquisition Disclosure HTML 25K
23: R12 Property and Equipment Disclosure HTML 36K
24: R13 Notes Payable Disclosure HTML 60K
25: R14 Long Term Lease Obligation Disclosure HTML 33K
26: R15 Stockholders' Equity Disclosure HTML 36K
27: R16 Related Party Transactions Disclosure HTML 24K
28: R17 Provision for Income Taxes, Disclosure HTML 37K
29: R18 Commitments and Contingencies, Disclosure HTML 24K
30: R19 Subsequent Events HTML 25K
31: R20 Summary of Significant Accounting Policies: Basis HTML 22K
of Accounting Policy (Policies)
32: R21 Summary of Significant Accounting Policies: HTML 23K
Principles of Consolidation, Policy (Policies)
33: R22 Summary of Significant Accounting Policies: Cash HTML 23K
and Cash Equivalents Policy (Policies)
34: R23 Summary of Significant Accounting Policies: HTML 24K
Inventory, Policy (Policies)
35: R24 Summary of Significant Accounting Policies: HTML 23K
Property and Equipment, Policy (Policies)
36: R25 Summary of Significant Accounting Policies: HTML 24K
Intangible Assets, Policy (Policies)
37: R26 Summary of Significant Accounting Policies: HTML 23K
Revenue Recognition, Policy (Policies)
38: R27 Summary of Significant Accounting Policies: HTML 23K
Earnings per share, Policy (Policies)
39: R28 Summary of Significant Accounting Policies: Income HTML 24K
Taxes, Policy (Policies)
40: R29 Summary of Significant Accounting Policies: Use of HTML 24K
Estimates, Policy (Policies)
41: R30 Summary of Significant Accounting Policies: Fair HTML 24K
value of financial instruments, Policy (Policies)
42: R31 Summary of Significant Accounting Policies: HTML 22K
Recently Issued Accounting Pronouncements
(Policies)
43: R32 Summary of Significant Accounting Policies: HTML 22K
Subsequent Events, Policy (Policies)
44: R33 Property and Equipment Disclosure: Schedule of HTML 34K
Property and Equipment Balances (Tables)
45: R34 Notes Payable Disclosure: Schedule of long-term HTML 41K
debt obligations (Tables)
46: R35 Notes Payable Disclosure: Future maturities of HTML 25K
notes payable (Tables)
47: R36 Long Term Lease Obligation Disclosure: Future HTML 30K
operating lease minimum payments (Tables)
48: R37 Provision for Income Taxes, Disclosure: Components HTML 29K
of net deferred tax assets, including a valuation
allowance (Tables)
49: R38 Provision for Income Taxes, Disclosure: Sources HTML 25K
and tax effects of the differences (Tables)
50: R39 Going Concern Disclosure (Details) HTML 23K
51: R40 Intangible Assets Disclosure (Details) HTML 31K
52: R41 Asset Acquisition Disclosure (Details) HTML 30K
53: R42 Property and Equipment Disclosure: Schedule of HTML 34K
Property and Equipment Balances (Details)
54: R43 Property and Equipment Disclosure (Details) HTML 23K
55: R44 Notes Payable Disclosure: Schedule of long-term HTML 33K
debt obligations (Details)
56: R45 Notes Payable Disclosure (Details) HTML 61K
57: R46 Long Term Lease Obligation Disclosure: Future HTML 37K
operating lease minimum payments (Details)
58: R47 Long Term Lease Obligation Disclosure (Details) HTML 26K
59: R48 Stockholders' Equity Disclosure (Details) HTML 61K
60: R49 Provision for Income Taxes, Disclosure (Details) HTML 22K
61: R50 Provision for Income Taxes, Disclosure: Components HTML 28K
of net deferred tax assets, including a valuation
allowance (Details)
62: R51 Provision for Income Taxes, Disclosure: Sources HTML 27K
and tax effects of the differences (Details)
63: R52 Subsequent Events (Details) HTML 26K
66: XML IDEA XML File -- Filing Summary XML 124K
64: XML XBRL Instance -- rtsl-20211231_htm XML 474K
65: EXCEL IDEA Workbook of Financial Reports XLSX 62K
7: EX-101.CAL XBRL Calculations -- rtsl-20211231_cal XML 76K
8: EX-101.DEF XBRL Definitions -- rtsl-20211231_def XML 229K
9: EX-101.LAB XBRL Labels -- rtsl-20211231_lab XML 458K
10: EX-101.PRE XBRL Presentations -- rtsl-20211231_pre XML 436K
11: EX-101.SCH XBRL Schema -- rtsl-20211231 XSD 147K
67: JSON XBRL Instance as JSON Data -- MetaLinks 214± 300K
68: ZIP XBRL Zipped Folder -- 0001393905-22-000069-xbrl Zip 198K
| Description of Securities of the Registrant |
Exhibit 4.1
DESCRIPTION OF SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF
THE SECURITIES EXCHANGE ACT OF 1934
The following summary describes the common stock of Rapid Therapeutic Science Laboratories, Inc., a Nevada corporation (“Rapid” or the “Company”), which common stock is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Only the Company’s common stock is registered under Section 12 of the Exchange Act.
DESCRIPTION OF COMMON STOCK
The following description of our common stock is a summary and is qualified in its entirety by reference to our Articles of Incorporation, as amended and our Bylaws, as amended, which are incorporated by reference herein, and by applicable law. For purposes of this description, references to “Rapid,” “we,” “our” and “us” refer only to Rapid and not to its subsidiaries.
Authorized Capitalization
The total number of authorized shares of our common stock is 750,000,000 shares, $0.001 par value per share. We are authorized to issue 100,000,000 shares of preferred stock, $0.001 par value per share.
The terms of our preferred stock are not included herein as such preferred stock is not registered under Section 12 of the Exchange Act.
Common Stock
Voting Rights. Each share of our common stock is entitled to one vote on all stockholder matters. Shares of our common stock do not possess any cumulative voting rights.
Except for the election of directors, if a quorum is present, an action on a matter is approved if it receives the affirmative vote of the holders of a majority of the voting power of the shares of capital stock present in person or represented by proxy at the meeting and entitled to vote on the matter, unless otherwise required by applicable law, Nevada law, our Articles of Incorporation, as amended or Bylaws, as amended. The election of directors will be determined by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote, meaning that the nominees with the greatest number of votes cast, even if less than a majority, will be elected. The rights, preferences and privileges of holders of common stock are subject to, and may be impacted by, the rights of the holders of shares of any series of preferred stock that we have designated, or may designate and issue in the future.
Dividend Rights. Each share of our common stock is entitled to equal dividends and distributions per share with respect to the common stock when, as and if declared by our Board of Directors, subject to any preferential or other rights of any outstanding preferred stock.
Liquidation and Dissolution Rights. Upon liquidation, dissolution or winding up, our common stock will be entitled to receive pro rata on a share-for-share basis, the assets available for distribution to the stockholders after payment of liabilities and payment of preferential and other amounts, if any, payable on any outstanding preferred stock.
Fully Paid Status. All outstanding shares of the Company’s common stock are validly issued, fully paid and non-assessable.
Other Matters. No holder of any shares of our common stock has a preemptive right to subscribe for any of our securities, nor are any shares of our common stock subject to redemption or convertible into other securities.
Anti-Takeover Provisions Under the Nevada Revised Statutes
Business Combinations
Sections 78.411 to 78.444 of the Nevada revised statutes (the “NRS”) prohibit a Nevada corporation from engaging in a “combination” with an “interested stockholder” for three years following the date that such person becomes an interested stockholder and places certain restrictions on such combinations even after the expiration of the three-year period. With certain exceptions, an interested stockholder is a person or group that owns 10% or more of the corporation’s outstanding voting power (including stock with respect to which the person has voting rights and any rights to acquire stock pursuant to an option, warrant, agreement, arrangement, or understanding or upon the exercise of conversion or exchange rights) or is an affiliate or associate of the corporation and was the owner of 10% or more of such voting stock at any time within the previous three years.
A Nevada corporation may elect not to be governed by Sections 78.411 to 78.444 by a provision in its articles of incorporation. We do not have such a provision in our Amended and Restated Articles of Incorporation, as amended, pursuant to which we have elected to opt out of Sections 78.411 to 78.444; therefore, these sections apply to us.
Control Shares
Nevada law also seeks to impede “unfriendly” corporate takeovers by providing in Sections 78.378 to 78.3793 of the NRS that an “acquiring person” shall only obtain voting rights in the “control shares” purchased by such person to the extent approved by the other stockholders at a meeting. With certain exceptions, an acquiring person is one who acquires or offers to acquire a “controlling interest” in the corporation, defined as one-fifth or more of the voting power. Control shares include not only shares acquired or offered to be acquired in connection with the acquisition of a controlling interest, but also all shares acquired by the acquiring person within the preceding 90 days. The statute covers not only the acquiring person but also any persons acting in association with the acquiring person. The NRS control share statutes only apply to issuers that have 200 or more stockholders of record, at least 100 of whom have had addresses in Nevada appearing on the stock ledger of the corporation at all times during the 90 days immediately preceding such date; and whom do business in Nevada directly or through an affiliated corporation. We do not currently meet these requirements and as such these provisions do not apply to us.
A Nevada corporation may elect to opt out of the provisions of Sections 78.378 to 78.3793 of the NRS. We do not have a provision in our Amended and Restated Articles of Incorporation pursuant to which we have elected to opt out of Sections 78.378 to 78.3793; therefore, these sections do apply to us (subject to the above).
Removal of Directors
Section 78.335 of the NRS provides that 2/3rds of the voting power of the issued and outstanding shares of the Company are required to remove a Director from office. As such, it may be more difficult for stockholders to remove Directors due to the fact the NRS requires greater than majority approval of the stockholders for such removal.
Anti-Takeover Effects of Our Articles of Incorporation and Bylaws
The following provisions of our Articles of Incorporation and Bylaws could have the effect of delaying or discouraging another party from acquiring control of us and could encourage persons seeking to acquire control of us to first negotiate with our Board of Directors:
·no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
·the right of our Board of Directors to elect a director to fill a vacancy created by the expansion of the Board of Directors or the resignation, death or removal of a director, with our stockholders only allowed to fill such a vacancy if not filled by the board;
·any action required or permitted to be taken by our common shareholders may be effected by written consent of the shareholders having not less than the minimum percentage of the vote required by Nevada law for the proposed corporate action;
·the ability of our Board of Directors to alter our Bylaws without obtaining stockholder approval; and
·the requirement that a special meeting of stockholders may be called only by either (i) the Chairman; (ii) the President; or (iii) one or more stockholders holding shares in the aggregate entitled to cast not less than ten percent of the votes at that meeting.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/16/22 | None on these Dates | ||
| For Period end: | 12/31/21 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/30/23 Rapid Therap Science Labs, Inc. 10-K 12/31/22 68:3.7M Empire Stock Transf… Inc 11/10/22 Rapid Therap Science Labs, Inc. 10-Q 9/30/22 62:2.9M Empire Stock Transf… Inc 8/12/22 Rapid Therap Science Labs, Inc. 10-Q 6/30/22 60:2.7M Empire Stock Transf… Inc 7/22/22 Rapid Therap Science Labs, Inc. S-1/A 4:1.7M Empire Stock Transf… Inc 5/11/22 Rapid Therap Science Labs, Inc. 10-Q 3/31/22 62:2.5M Empire Stock Transf… Inc |