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
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Item 7.01 Regulation FD Disclosure.
On July 10, 2025, certain shareholders of Freeze Tag, Inc., a Delaware corporation (the “Company”), published a press release announcing that holders of 65.92% of the voting rights of the Company voted to remove Craig Holland and Mick Donahoo from the Company’s Board of Directors, with such removals not to be effective any sooner than 20 days after the Company mails a Definitive Schedule 14-C to its stockholders. The press release is furnished hereto as Exhibit 99.1, incorporated herein by reference.
The information in Item 7.01 and Item 8.01 to this Current Report on Form 8-K, including Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events
The information set forth in Item 7.01 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.
Forward-Looking Statements
This Current Report on Form 8-K includes information that may constitute forward-looking statements. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. Forward looking statements include, without limitation, statements relating to projected industry growth rates, the Company’s current growth rates and the Company’s present and future cash flow position. A variety of factors could cause actual events and results, as well as the Company’s expectations, to differ materially from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description | |
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.
| Freeze Tag, Inc., |
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| a Delaware corporation |
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July 16, 2025 | By: | /s/ Craig Holland |
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| Craig Holland, Chief Executive Officer |
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| (Principal Executive Officer) |
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EXHIBIT 99.1
Stockholders of Freeze Tag, Inc. Announce Removal of Board Members
TUSTIN, Calif., July 10, 2025 (GLOBE NEWSWIRE) -- A group of holders of the Series C Preferred Stock of Freeze Tag, Inc. (OTC:FRZT) (the “Company”), representing an aggregate of 65.92% of the total voting power of the Company, announced today that, pursuant to Section 141(k) and Section 228 of the Delaware General Corporation Law (the “DGCL”), they have approved and delivered to the Company a Written Consent removing Craig Holland and Mick Donahoo as members of the Board of Directors (the “Corporate Action”). Upon the effective date of the Corporate Action, the sole remaining directors of Freeze Tag will be Robert Don Vardeman and Robert Don Vardeman, Jr. who, combined, hold an aggregate of 2,998,302 shares of Series C Preferred Stock representing 51.1% of the total voting power within the Company.
Under Section 1.10 of the Company’s Bylaws, the Company is required to give prompt notice of the taking of this Corporate Action to all stockholders who have not consented in writing. Pursuant to Rule 14c-2 of the Securities and Exchange Commission, the Corporate Action will not become effective until 20 days after Freeze Tag disseminates to its stockholders a definitive Information Statement on Schedule 14C describing this action. The Series C stockholders who approved the Corporate Action have cautioned Mr. Holland and Mr. Donahoo against causing the Company to enter into any significant, material transactions, or otherwise acting in their capacities as officers, directors, or employees in a manner that would disrupt the status quo between now and the effective date of the Corporate Action.
Scale LLP serves as legal counsel to Robert Don Vardeman and Robert Don Vardeman, Jr., who are members of the group of Series C Preferred Stockholders referenced in this press release, and who are responsible for the statements set forth above.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding anticipated changes in the leadership and governance of the Company, the expected effectiveness of the written stockholder consent pursuant to Delaware law, the future composition of the Company’s Board of Directors, and the anticipated impact of these changes on stockholder value and Company operations.