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As Of Filer Filing For·On·As Docs:Size 9/30/22 Boon Industries, Inc. 8-K:1,2,3,5 9/29/22 13:389K |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 40K
3: EX-10 Board of Directors Agreement Between Boon HTML 41K
Industries, Inc. and Paul Goyette
2: EX-10 Share Exchange Agreement Among Cal Care Grp, Inc., HTML 85K
William Reed, and Boon Industries, Inc.
8: R1 Cover HTML 47K
11: XML IDEA XML File -- Filing Summary XML 12K
9: XML XBRL Instance -- bnow-8k_htm XML 17K
10: EXCEL IDEA Workbook of Financial Reports XLSX 8K
5: EX-101.DEF XBRL Definitions -- bnow-20220929_def XML 72K
6: EX-101.LAB XBRL Labels -- bnow-20220929_lab XML 101K
7: EX-101.PRE XBRL Presentations -- bnow-20220929_pre XML 69K
4: EX-101.SCH XBRL Schema -- bnow-20220929 XSD 13K
12: JSON XBRL Instance as JSON Data -- MetaLinks 27± 35K
13: ZIP XBRL Zipped Folder -- 0001877788-22-000027-xbrl Zip 46K
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i September 29, 2022
| i Boon Industries, Inc. |
| (Exact name of registrant as specified in charter) |
| i Oklahoma | i 000-56325 | i 84-5079920 | ||
| (State
or other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| i 568 N. Greco Court, i San Jacinto, i California | i 92582 |
| (Address of principal executive offices) | (zip code) |
| i 13340 Grass Valley Ave, i Unit D, i Grass Valley, i California | i 95945 |
| (former name or former address, if changed since last report) | |
Registrant’s telephone number, including area code: i (530) i 648-1333
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
| i o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i o | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| i o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. i o
C:
Item 1.01 Entry into a Material Definitive Agreement.
Item 2.01. Completion of Acquisition or Disposition of Assets.
Item 3.02 Unregistered Sales of Equity Securities.
On September 29, 2022, Boon Industries, Inc. (the “Company”), entered into a Share Exchange Agreement, with Cal Care Grp, Inc. (“Cal Care”), and William Reed, as the sole shareholder of Cal Care (the “Share Agreement”). Cal Care Grp, Inc. is a licensed delivery and distribution company with locations in Southern and Northern California.
The Share Agreement provides for the acquisition by the Company of all of the outstanding shares of Cal Care from Mr. Reed, who is also the Company’s Chairman and Chief Executive Officer, in consideration of the issuance to Mr. Reed of 500,000 shares of the Company’s Series A Preferred Stock.
The closing of the transactions under the Share Agreement occurred on September 29, 2022.
The information set forth above is a summary, and is qualified in its entirety by reference to the actual terms of the Share Agreement, which has been filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 29, 2022, the Board of Directors of the Company appointed Paul Goyette to serve as a director of the Company.
Mr. Goyette, 61, is an attorney that has been practicing law since 1988. He is currently the CEO of Goyette, Ruano & Thompson, Inc., a California based law firm that he founded in 1992.
In connection with his appointment as a director, Mr. Goyette entered into a Board of Directors Agreement with the Company, pursuant to which Mr. Goyette will be paid a cash fee of $2,000 per meeting, and be issued $100,000 of shares of the Company’s Series A Preferred Stock. The foregoing is a summary, and is qualified in its entirety by reference to the actual terms of the Board of Directors Agreement, which has been filed as Exhibit 10.2 to this Current Report on Form 8-K.
Other than as set forth above, there are no arrangements or understandings with Mr. Goyette pursuant to which he was appointed as an officer director of the Company, and there are no related party transactions between the Company and Mr. Goyette that are subject to disclosure under Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial statements of businesses acquired. |
The required financial information will be filed in an amendment to this Current Report on Form 8-K not later than 71 days after the date on which this initial report on Form 8-K must be filed.
| (d) | Exhibits. |
| Exhibit 10.1 | Share Exchange Agreement, dated September 29, 2022, among Cal Care Grp, Inc., William Reed, and Boon Industries, Inc. |
| Exhibit 10.2 | Board of Directors Agreement, dated October 1, 2022, between Boon Industries, Inc. and Paul Goyette |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Boon Industries, Inc. | ||
| Date: September 30, 2022 | ||
| By: | /s/ William J. Reed | |
| Name: William J. Reed | ||
| Title: Chief Executive Officer | ||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/30/22 | |||
| For Period end: | 9/29/22 | 3, 4 | ||
| List all Filings | ||||