FRQN 8-K
Frequency Holdings, Inc (FRQN)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
______________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
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(Exact name of registrant as specified in its charter) | ||
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| (Commission File Number) | (IRS Employer Identification No.) | |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
Growth Company
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
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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Forward-Looking Statements
This Current Report on Form 8-K and other written and oral statements made from time to time by us may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially.
Information regarding market and industry statistics contained in this Current Report on Form 8-K is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. We have not reviewed or included data from all sources, and cannot assure investors of the accuracy or completeness of the data included in this Current Report. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not assume any obligation to update any forward-looking statement. As a result, investors should not place undue reliance on these forward-looking statements.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
On November 9, 2023 following the Closing of the Share Exchange Agreement and Control Block Transferred Agreement with ReachOut Tecnhology Corp. (“ReachOut”) referenced in the Current Report filed on Form 8-K on November 13, 2023, and the appointment of Rick Jordan, Kevin Harrington, and Kingsley Charles, as officers and directors, Everett Dickson and Robert Bohorad resigned from all officer and director positions with the Company. The Company did not have any committees, and therefore Mr. Dickson and Mr. Bohorad never served on any committees. Mr. Dickson and Mr. Bohorad did not resign as a result of any disagreement with the Company. Their resignation letters are attached hereto and incorporated herein as Exhibit 10.2.
Mr. Richard Jordan was appointed Chairman of the Board, Chief Executive Officer, President, Secretary and Treasurer. Mr. Harrington and Mr. Charles were both appointed Directors.
Rick Jordan, Chief Executive Officer, President, Secretary and Treasurer
Rick Jordan, age 44, the CEO and Founder of ReachOut Technology, is a model of resilience, vision, and expertise in the cybersecurity and entrepreneurial arenas. His journey with ReachOut Technology, from its inception during a challenging personal and economic period to its evolution into a publicly held industry leader, is a true embodiment of the American dream. Rick has shaped his path through unwavering perseverance, a relentless 'never-quit' attitude.
Rick Jordan is emerging as a nationally recognized voice in business and cybersecurity. He is frequently featured on global networks such as Bloomberg, Newsmax, Cheddar, NewsNation, Reuters, Fox, and NBC for his expert insights in cybersecurity, business, and social topics. His expertise is so renowned that it has been sought after in the White House, highlighting his significant influence and authority in the cybersecurity sector.
Rick's leadership style is deeply involved and motivational. He hosts a weekly "CEO Talk" every Monday, where he engages with and inspires the entire company, setting a positive tone for the week ahead. This approach not only fosters a strong company culture but also aligns the team with the company's goals and vision.
Rick has a strategic mind with unique ability to foresee industry trends and futures, allowing him to be a disruptor in the space. A key milestone in Rick's leadership was partnering with Kevin Harrington, the Original Shark from Shark Tank, to take ReachOut Technology public. This strategic partnership has been instrumental in the company's growth trajectory, positioning it for greater success and market impact.
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Rick is a master communicator and passionately shares his knowledge and inspiration through his podcast, “ALL IN with Rick Jordan.” The podcast, which enjoys a global audience in over 70 countries and ranks in the top 2.5% worldwide, explores the nuances of building successful businesses, fostering meaningful relationships, and leading a fulfilling life. Rick's ability to connect with and motivate his audience is evident in the podcast's widespread acclaim.
Rick Jordan's skills and knowledge span a broad spectrum, making him a unique figure in the industry. Known for never shying away from a challenge and remaining steadfast in adversity, Rick lives life on his own terms. Whether tackling new challenges, disproving doubters, or enjoying a glass of his favored MaCallan Scotch, Rick Jordan is an inspiration, encouraging others to embrace life fully.
Follow Rick's journey and get inspired by connecting with him on social media @MrRickJordan.
Kevin Harrington, Director
Kevin Harrington, age 65, is a Director of ReachOut Technology, a globally acclaimed entrepreneur and a pioneer in the realms of business and direct marketing, serves as a distinguished member of the Board of Directors at ReachOut Technology. His tenure at ReachOut Technology is marked by strategic guidance and visionary leadership, leveraging over four decades of entrepreneurial and investment expertise.
As an original "Shark" on ABC’s "Shark Tank," Kevin Harrington gained fame for his sharp investment insights and his ability to identify and nurture promising business ventures. His tenure on the show cemented his status as a savvy investor and a fervent supporter of entrepreneurship.
Harrington's entrepreneurial journey began in the early 1980s with the creation of the infomercial, a groundbreaking concept that revolutionized television marketing and direct response advertising. This innovation not only transformed product marketing but also democratized the way entrepreneurs and startups could reach global audiences.
Throughout his career, Harrington has launched over 20 businesses that have exceeded $100 million in revenue. His exceptional ability to spot market opportunities and convert them into successful enterprises is a testament to his entrepreneurial genius.
Harrington is also a respected author, with books like "Act Now: How I Turn Ideas into Million-Dollar Products" under his belt. His writings offer a wealth of knowledge and inspiration to aspiring entrepreneurs and established business leaders alike.
In his role at ReachOut Technology, Kevin Harrington plays a pivotal role in shaping the company's strategic direction, particularly in the realms of technology and cybersecurity. His insights are instrumental in driving innovation and ensuring that ReachOut Technology stays at the forefront of its industry.
ReachOut Technology, renowned for its expertise in cybersecurity and IT services, benefits immensely from Harrington's strategic foresight. The company specializes in providing top-tier cybersecurity solutions, IT management, and consulting services, helping businesses safeguard their digital assets and navigate the complexities of the modern technological landscape.
Kevin Harrington's involvement with ReachOut Technology is not just a reflection of his illustrious career but also a commitment to driving the company towards new heights of innovation and success. His vision and leadership continue to be pivotal in the company's journey towards becoming a leader in cybersecurity and technology solutions.
Kingsley Charles, Director
Kingsley Charles, age 57, Director of ReachOut Technology, brings to the Board of Directors of a rich tapestry of experience in business and financial consultancy, honed over more than fifteen years of dedicated service. His career is distinguished by his extensive work with a diverse range of private firms, regional entrepreneurs, and small business owners across the United States.
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Charles's professional journey is marked by significant achievements and contributions. He has been a pivotal consultant for dozens of start-ups and operating companies, with revenues scaling up to $200 million. His expertise was further sharpened by his tenure managing operations within a Fortune 500 company, where he gained invaluable insights into the workings of large-scale corporate environments.
A hallmark of Charles's career has been his collaborative approach, working closely with a spectrum of professionals including Master of Taxation experts, CPAs, CFPs, accountants, valuation experts, and attorneys. This multidisciplinary engagement has been a cornerstone of his professional life for over two decades, enabling him to offer comprehensive and nuanced advice to his clients.
Under Kingsley Charles's leadership, his team has established a robust network of legal partners and financial professionals. This network supports his firm's commitment to providing clients with interactive, comprehensive financial and strategic management services. His approach is characterized by a keen focus on 'eyes-wide-open' strategies, ensuring that clients are fully informed and strategically positioned in their financial decisions.
At ReachOut Technology, Kingsley Charles leverages his extensive experience in financial and strategic management to provide invaluable guidance and oversight. His expertise is particularly crucial in steering the company through complex financial landscapes, ensuring robust financial health, and aligning strategic goals with market realities.
Item 7.01 Regulation FD Disclosure.
On November 15, 2023, the Company issued a press release announcing that the Company acquired 100% of the capital stock of ReachOut Technology, the terms of which are detailed in the Share Exchange Agreement discussed in Item 1.01 in the Company’s 8-K filed on November 13, 2023.
In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in Exhibit 99.1 hereto are deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Exchange Act. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01 Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Board Resolution Appointing New Officers and Directors dated November 9, 2023 | |
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10.2 |
Resignation Letters of Everett Dickson and Robert Bohorad dated November 9, 2023 | |
| 99.1 | Press Release dated November 15, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| Yuengling’s Ice Cream Corporation | ||
| By: | /s/ Richard Jordan | |
Richard Jordan, Chief Executive Officer | ||
Date: November 16, 2023
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Exhibit 10.1
CORPORATE RESOLUTION OF THE BOARD OF DIRECTORS
OF
YUENGLING'S ICE CREAM CORPORATION
I, the undersigned, do hereby certify that at a meeting of the Board of Directors of YUENGLING'S ICE CREAM CORPORATION, a corporation organized under the laws of the State of Nevada (the "Corporation"), duly held on November 9, 2023 in Atlanta, Georgia, which said meeting no less than two directors were present and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopted and is now in full force and effect:
WHEREAS, the Share Exchange Agreement dated November 7, 2023 with ReachOut Technology Corp. ("ReachOut") requires the resignation of the Corporation's current officers and directors at the Closing, and the appointment of new officers and directors as designated by ReachOut;
NOW, THEREFORE, BE IT:
RESOLVED, pursuant to the terms of the Share Exchange Agreement, and following the Closing thereof, the following ReachOut designees are hereby appointed to the officer and director positions below:
Richard Jordan, Chairman of the Board, Director, Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer;
Kevin Harrington, Director; and
Kingsley Charles, Director.
RESOLVED, pursuant to the terms of the Share Exchange Agreement the Corporation has received and hereby accepts the resignations of the undersigned Robert Bohorad and Everett M. Dickson from all officer and director positions with the Corporation effective immediately following the appointment of Mr. Jordan, Mr. Harrington, and Mr. Charles;
RESOLVED, that any executive officer of the Corporation be, and hereby is, authorized, empowered and directed, from time to time, to take such additional action and to execute, certify and deliver to the transfer agent of the Corporation, as any appropriate or proper to implement the provisions of the foregoing resolutions:
I, the undersigned, do hereby certify that I am a member of the Board of Directors of the Corporation; that the attached is a true and correct copy of resolutions duly adopted and ratified at a meeting of the Board of Directors of the Corporation duly convened and held in accordance with its by-laws and the laws of the State of Nevada, as transcribed by me from the minutes; and that the same have not in any way been modified, repealed or rescinded and are in full force and effect.
IN WITNESS WHEREOF, we have hereunto set our hands as Members of the Board of Directors of the Corporation.
| Dated: November 9, 2023 | /s/ Robert Bohorad | |
| Robert Bohorad, Officer |
||
| /s/ Everett M. Dickson | ||
Everett
M. Dickson, |
Exhibit 10.2
To the Boards of Directors of Yuengling's Ice Cream Corporation, a Nevada Corporation
Re: Resignation from Officer and Director Positions
Pursuant to the terms of the Share Exchange Agreement dated November 7, 2023, I, Robert Bohorad, hereby resign from all Officer and Director positions in Yuengling's Ice Cream Corporation and my resignation shall be effective immediately following the Closing thereof, and the appointment of Richard Jordan, Kevin Harrington, and Kingsley Charles as Officers and Directors.
I confirm that at the time of my resignation no disagreement exists between me Yuengling's Ice Cream Corporation.
Sincerely,
/s/ Robert Bohorad
Robert Bohorad
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To the Boards of Directors of Yuengling's Ice Cream Corporation, a Nevada Corporation
Re: Resignation from Officer and Director Positions
Pursuant to the terms of the Share Exchange Agreement dated November 7, 2023, I, Everett M. Dickson, hereby resign from all Officer and Director positions in Yuengling's Ice Cream Corporation and my resignation shall be effective immediately following the Closing thereof, and the appointment of Richard Jordan, Kevin Harrington, and Kingsley Charles as Officers and Directors.
I confirm that at the time of my resignation no disagreement exists between me Yuengling's Ice Cream Corporation.
Sincerely,
/s/ Everett M. Dickson
Everett M. Dickson
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Exhibit 99.1
Yuengling’s Ice Cream Announces Acquisition of Cybersecurity Firm
ReachOut Technology. Rick Jordan new President & CEO and a Director as
Dickson and Bohorad Step Down.
ATLANTA, GA, November 15, 2023 (GLOBE NEWSWIRE) -- via NewMediaWire – Yuengling’s Ice Cream Corporation (“Yuengling’s” or the “Company”) (OTC: YCRM) is pleased to announce the acquisition of ReachOut Technology (“ReachOut”), Rick Jordan has assumed President & CEO role and been appointed a Director of Yuengling’s Ice Cream Corporation. Robert Bohorad, former President and CEO, and Everett Dickson, former Director, have stepped down but will assist with the transition.
Everett Dickson, outgoing Director, expressed his enthusiasm about the acquisition, stating, “We are fortunate to have concluded a transaction with an economically strong and vibrant Managed Service Provider in the fast and increasingly important cybersecurity and IT space like ReachOut Technology, and such a dynamic leader like Rick Jordan to lead the company going forward. Rob and I look forward to working with the ReachOut team through the transition.”
Rick Jordan commented on the acquisition, saying, “This is a monumental step for both Yuengling’s Ice Cream’s shareholders and ReachOut Technology. We are poised to blend our strengths and embark on a journey of innovation and growth. I am thrilled to lead this new chapter and drive forward our shared vision of excellence and market leadership in cybersecurity and Managed Services.”
Kevin Harrington, a member of the Board of Directors at ReachOut Technology, commented on Rick Jordan's leadership, “Rick has raw talent; he’s a leader with a proven track record in business and has a great network with a following at the highest circles in business. I know Rick knows how to scale, he has done it, and he’s a man of integrity and a great friend. I've seen firsthand the results he’s delivered, and he continues to deliver. Mentorship has changed my life, and it can be the secret to change yours.”
About Yuengling’s Ice Cream (YCRM)
Yuengling’s Ice Cream was founded by American businessman Frank D. Yuengling in 1920 to help support the family brewery during Prohibition,
which lasted from January, 1920 to December, 1933. Spun off as a separate company from the brewery in 1935, Yuengling's maintained a strong
tradition of making exceptional gourmet ice cream products in central Pennsylvania. The company discontinued production in 1985 when no
family successor emerged. In 2014, the brand was revived with plans to expand the brand’s production and distribution. A recent
corporate reorganization resulted in the company seeking alternative options for the ice cream assets.
About ReachOut Technology
ReachOut Technology is not your typical Managed Service Provider (MSP). We are a transformative force in cybersecurity and IT services, dedicated to serving Small to Medium Sized Businesses (SMBs) with unparalleled excellence. Our innovative approach and unwavering commitment to superior solutions have established us as industry trailblazers, redefining standards and crafting extraordinary client experiences. At ReachOut, our partners are more than just clients; they are integral members of a movement that is reshaping the future of cybersecurity.
Our mission is succinct yet profound: "Cybersecurity for All." We are on a relentless pursuit to revolutionize the Cybersecurity & IT Service Provider landscape for SMBs, with the goal of creating the first nationwide brand in our sector. Rick Jordan, our visionary founder, encapsulates our ethos perfectly: “Many IT firms fall short, leaving SMBs vulnerable. At ReachOut, we are leveling the playing field, ensuring that businesses, regardless of size or location, have access to top-tier security solutions.”
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Founded by Rick Jordan to fill a critical gap in the IT services market, ReachOut Technology is evolving into a formidable nationwide cybersecurity entity. We are proud to be the first MSP of our kind to independently go public, a testament to our commitment to authenticity and innovation in a landscape often dominated by acquisitions and mergers. Our journey is fueled by both organic growth and strategic acquisitions, as we strive to build a national legacy in cybersecurity and IT services. Our board, graced by high-profile members such as Kevin Harrington (Original Shark from Shark Tank), is a reflection of our commitment to excellence and our unwavering belief in the transformative power of cybersecurity.
About Rick Jordan: A Visionary Leader in Cybersecurity and Business
Rick Jordan, the CEO and Founder of ReachOut Technology, epitomizes resilience, innovation, and expertise in the realms of cybersecurity and entrepreneurship. His journey from the inception of ReachOut Technology during a challenging personal and economic period to its evolution into a publicly held industry leader is a testament to the American dream. Rick's path has been shaped by unwavering perseverance, a relentless 'never-quit' attitude, and a commitment to going ALL IN, even amidst personal financial hardships and the joys and challenges of fatherhood with newborn twins.
As a nationally recognized voice, Rick frequently appears on global networks such as Bloomberg, Newsmax, Cheddar, NewsNation, Reuters, Fox, and NBC. His insights on business, cybersecurity, and current events are highly sought after, even in the White House, underscoring his significant influence and authority in the industry.
Rick's leadership style is deeply involved and motivational. He hosts a weekly "CEO Talk" every Monday, engaging and inspiring his entire company. This approach fosters a strong company culture and aligns the team with the company's goals and vision. His strategic mind and ability to foresee industry trends have made him a disruptor in the cybersecurity space.
A key milestone in Rick's leadership was partnering with Kevin Harrington, the Original Shark from Shark Tank, to take ReachOut Technology public. This strategic partnership has been instrumental in the company's growth trajectory, positioning it for greater success and market impact.
Rick passionately shares his knowledge and inspiration through his podcast, “ALL IN with Rick Jordan.” The podcast, which enjoys a global audience in over 70 countries and ranks in the top 2.5% worldwide, delves into the intricacies of building successful businesses, nurturing relationships, and leading a fulfilling life. Rick's ability to connect and motivate his audience is evident in the podcast's widespread acclaim.
Rick's skills and knowledge span a broad spectrum, making him a unique figure in the industry. Known for never shying away from a challenge and remaining steadfast in adversity, Rick lives life on his own terms. Whether tackling new challenges, disproving doubters, or enjoying a glass of his favored MaCallan Scotch, Rick Jordan is an inspiration, encouraging others to embrace life fully.
Follow Rick's journey and get inspired by connecting with him on social media @MrRickJordan.
For media and TV appearance inquiries with Rick Jordan (CEO) &
Yuengling’s Investor Relations Contact:
Name: Ashley Kedra
Email: [email protected]
Phone: 312-288-8008
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Information about Forward-Looking Statements
This press release contains “forward-looking statements” that include statements regarding expected financial performance
and growth information relating to future events. Forward-looking statements include statements with respect to beliefs, plans, objectives,
goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties
and other factors, which may be beyond the control of the Company and its officers and managers, and which may cause actual results, performance
or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking
statements. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be
accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are
based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future
events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed
in, or suggested by, the forward-looking statements. Important factors that could cause these differences include, but are not limited
to; inability to gain or maintain licenses, reliance on unaudited statements, the Company’s need for additional funding, governmental
regulation of the cannabis industry, the impact of competitive products and pricing, the demand for the Company’s products, and
other risks that are detailed from time-to-time in the Company’s filings with the United States Securities and Exchange Commission.
All statements other than statements of historical fact are statements that could be forward-looking statements. You can typically identify
these forward-looking statements through use of words such as “may,” “will,” “can” “anticipate,”
“assume,” “should,” “indicate,” “would,” “believe,” “contemplate,”
“expect,” “seek,” “estimate,” “continue,” “plan,” “point to,”
“project,” “predict,” “could,” “intend,” “target,” “potential,”
and other similar words and expressions of the future. Yuengling’s expresses its expectations, beliefs and projections in good faith
and believes that its expectations reflected in these forward-looking statements are based on reasonable assumptions. However, there is
no assurance that these expectations, beliefs and projections will prove to have been correct. Such statements reflect the current views
of Yuengling’s with respect to its operations and future events, and are subject to certain risks, uncertainties and assumptions
relating to its proposed operations, including the risk factors set forth herein. Should one or more of these risks or uncertainties materialize
or should the underlying assumptions prove incorrect, Yuengling’s actual results may vary significantly from those intended, anticipated,
believed, estimated, expected or planned. In light of these risks, uncertainties and assumptions, any favorable forward-looking events
discussed herein might not be realized and occur. Yuengling’s undertakes no obligation to publicly update or revise its forward-looking
statements, whether as a result of new information, future events or otherwise. For a more detailed description of the risk factors and
uncertainties affecting Yuengling’s Ice Cream (YCRM), please refer to Yuengling’s recent Securities and Exchange Commission
filings, which are available at www.sec.
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