FRZT 8-K
Freeze Tag, Inc. (FRZT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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):
(Exact name of registrant as specified in its charter) |
|
| |||
(State or other jurisdiction |
| (Commission |
| (IRS Employer |
of incorporation) |
| File Number) |
| Identification No.) |
(Address of principal executive offices) (zip code) |
Registrant’s telephone number, including area code: (
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 22, 2025, Craig Holland and Mick Donahoo submitted their resignations from the Board of Directors (the “Board”) and as officers of Freeze Tag, Inc. (the “Company”), which were accepted by the Company effective immediately. The resignation followed the submission of a stockholder written consent dated July 10, 2025 seeking the removal of Holland and Donahoo from the Board. The Company subsequently received a written notice from the stockholders withdrawing the stockholder written consent in its entirety prior to its effectiveness. Neither Holland or Donahoo have provided the Company with any statement describing any disagreement with the Company relating to its operations, policies, or practices, and the Company is not aware of any such disagreement beyond the matters described above.
On the same date, the Board of Directors appointed Louise Vardeman as a member of the Board of Directors, effective immediately. Biographical and other required information regarding the newly appointed director will be filed by amendment to this Current Report on Form 8-K or included in the Company’s next periodic report, as applicable.
Item 8.01. Other Events
On July 25, 2025, the Board approved the termination of the Law Offices of Craig V. Butler, the Company’s outside corporate counsel, effective immediately. The Board also authorized the engagement of Scale LLP as the Company’s new outside counsel, effective immediately.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. |
| Description |
| ||
| Stockholder Written Consent dated July 28, 2025 (with prior consent withdrawal) | |
104 |
| Cover Page Interactive Date File (embedded within the Inline XBRL document) |
| 2 |
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.
| Freeze Tag, Inc., A Delaware corporation
|
| |
| By | /s/ Robert Vardeman, Jr. |
|
|
| Name: Robert Vardeman, Jr. Title: President and Director |
|
Date: July 28, 2025
| 3 |
EXHIBIT 99.1
RESOLUTION OF THE BOARD OF DIRECTORS
of
Freeze Tag, Inc.
(hereinafter called the “Company”)
Adopted on July 28, 2025
Resignation of Directors and Officers
WHEREAS, the Board of Directors (the "Board") of Freeze Tag, Inc., a Delaware corporation, has received the resignations of the following individuals from their positions as officers and directors of the Company, effective as of July 22, 2025:
|
| · | Craig Holland, from his positions as Chief Executive Officer and Director; |
|
| · | Mick Donahoo, from his positions as Chief Financial Officer, Secretary and Director. |
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby accepts, with effect as of July 22, 2025, the resignations of Craig Holland as Chief Executive Officer and Director of the Company and Mick Donahoo as Chief Financial Officer, Secretary and Director of the Company, and expresses its gratitude for their service and contributions to the Company;
Fixing the Number of Authorized Directors
WHEREAS, pursuant to Section 2.2 of the Company’s Bylaws, the number of directors constituting the Board shall be fixed from time to time by resolution of the Board;
RESOLVED, that the number of directors constituting the entire Board is hereby fixed at three (3), effective as of the date hereof, and shall remain at such number until changed by further resolution of the Board in accordance with the Company’s Bylaws.
Appointment of New Director
WHEREAS, pursuant to Section 223 of the Delaware General Corporation Law and the Company's Bylaws, the Board has the authority to fill vacancies created by the resignation of directors;
RESOLVED, that Louise Vardeman is hereby appointed to serve as a director of the Company, effective as of July 22, 2025, to hold office until the next annual meeting of stockholders or until their earlier resignation, or removal;
FURTHER RESOLVED, that the officers of the Company are hereby authorized and directed to take all such actions, and execute and deliver all such documents, as may be necessary or appropriate to carry out the foregoing resolutions, including but not limited to filing any required disclosures with the Securities and Exchange Commission and providing notices as required under applicable exchange rules.
Termination and Appointment of Corporate Counsel
WHEREAS, the Company has previously engaged the Law Offices of Craig V. Butler as its outside corporate counsel;
RESOLVED, that the Company hereby terminates its engagement of the Law Offices of Craig V. Butler as of July 25, 2025, and any officer of the Company is authorized and directed to notify such firm accordingly;
FURTHER RESOLVED, that the Company hereby engages Scale LLP as its new outside corporate counsel, effective as of July 25, 2025, and that any officer of the Company is authorized to negotiate, execute, and deliver any and all agreements or documents necessary to engage Scale LLP and to take any further action deemed necessary or advisable in connection with such engagement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned, being all members of the Board of Directors of the Company as of the date first written above, have executed this written consent effective as of July 28, 2025.
|
|
|
|
|
|
|
|
| By | /s/ Robert Vardeman, Jr. |
|
|
|
|
| Robert Vardeman, Jr. Director |
|
|
|
|
|
|
|
|
|
| By | /s/ Robert "Don" Vardeman |
|
|
|
|
| Robert “Don” Vardeman Director |
|
| 2 |
EXHIBIT 99.2
Written Consent of the Stockholders of Freeze Tag, Inc.
The undersigned stockholders (the “Stockholders”), being the holders of shares consisting of a majority of the voting power of Freeze Tag, Inc., a Delaware Corporation (the "Company"), acting by written consent without a meeting pursuant to Section 228 of the Delaware General Corporation Law (the “DGCL”), do hereby consent to the adoption of the following resolution and direct that this consent be delivered to the Secretary of the Company in accordance with Section 228 of the DGCL and filed with the minutes of the proceedings of the stockholders of the Company:
WHEREAS, on July 10, 2025, the Stockholders executed and delivered to the Company a written consent (the “Prior Consent”) seeking to remove certain members of the Company’s Board of Directors (the “Board”) pursuant to applicable law and the Company’s governing documents;
WHEREAS, the Company has not taken any action to effectuate the Prior Consent, including but not limited to mailing any notice required under Section 228(e) of the DGCL, and the Prior Consent has therefore not become effective under Delaware law;
WHEREAS, the individuals identified for removal in the Prior Consent have since voluntarily resigned from their positions as officers of the Company and members of the Board, effective as of July 22, 2025;
WHEREAS, the Stockholders constituted the requisite voting power to execute the Prior Consent and are authorized to withdraw it, and now desire to withdraw and revoke the Prior Consent in its entirety;
WHEREAS, this action is taken pursuant to Section 228 of the DGCL and the Company’s Bylaws, which authorize stockholders to act by written consent without a meeting;
NOW THEREFORE LET IT BE:
RESOLVED, that the Stockholders hereby withdraw and revoke the Prior Consent in its entirety, effective immediately;
FURTHER RESOLVED, that the Stockholders direct the Company and its representatives to take no action in reliance on the Prior Consent and to disregard it entirely for all purposes;
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned stockholders have duly executed this Written Consent as of July 28, 2025.
|
|
|
|
|
|
| By | /s/ Robert Vardeman, Jr. |
|
|
|
| Robert Vardeman, Jr. Owner of 2,659,128 Series C Preferred Shares (45.4% of voting rights) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| /s/ Robert "Don" Vardeman |
|
|
| By |
|
|
|
|
| Robert “Don” Vardeman Owner of 339,174 Series C Preferred Shares (5.7% of voting rights) |
|
|
|
|
|
|
|
|
|
|
|
|
| By | /s/ Scott Foster |
|
|
|
| Scott Foster Owner of 868,287 Series C Preferred Shares (14.82% of voting rights) |
|
| 2 |