RMSL 8-K
RemSleep Holdings Inc. (RMSL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 27, 2020
REMSLEEP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-53450 | 47-5386867 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification Number) | ||
| 637 N. Orange Ave, Suite 609, Orlando, FL | 32789 | |
| (Address of principal executive offices) | (Zip Code) |
(912) 590-2001
Registrant’s telephone number, including area code:
Not Applicable
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the ExchangeAct
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act RemSleep Holdings, Inc. is referred to herein as “we”, “us” or “our”.
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | 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 (§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 to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On January 27, 2020, the Registrant issued a press release (the "Press Release"). A copy of the Press Release is attached hereto and incorporated herein by reference in its entirety as Exhibit 99.1.
The information in this Item 7.01 (and in the Press Release) is being furnished to, and shall not be deemed "filed" with, the SEC for purposes of the Section 18 of the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press Release issued January 27, 2020 |
1
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
REMSLEEP HOLDINGS, INC.
| ||
| Date: January 27, 2020 | By: | /s/ Tom Wood |
| Name: Tom Wood | ||
| Title: Chief Executive Officer | ||
2
Exhibit 99.1
REMSLEEP HOLDINGS, INC. ISSUES STATEMENT
CLARIFYING UNAUTHORIZED TWITTER POST AND ACCOUNT
Tampa FL, January 27, 2020. REMSleep Holdings, Inc. (OTC: RMSL) (the “Company”) has become aware of an unauthorized Twitter post incorrectly stating that the Company does not have any notes outstanding. Although the three 12% $35,000 convertible promissory notes issued by the Company on May 3, 2019 have been fully converted into common stock and are no longer outstanding, the Company’s three 12% $55,0000 convertible promissory notes issued by the Company on October 4, 2019 remain outstanding and due on July 4, 2020, if not paid or converted into common stock prior the maturity date in accordance with their terms.
The Company also wants to notify stockholders that it does not currently have any social media accounts but is in the process of establishing an official Twitter page. The Company will issue a press release with the name of its Twitter page once it has been established.
The Company encourages those interested in the Company to rely solely on information included in Company’s filings with the U.S. Securities and Exchange Commission through the SEC EDGAR Database at www.sec.gov and filings with and press releases posted by the Company on the OTC Markets Group website.
The Company responds from time to time to inquiries from shareholders, potential investors, investment analysts, and journalists on a regular basis. However, to the Company's knowledge, neither the Company, nor any of its officers and directors have directly been involved with the creation or distribution of promotional materials and newsletters that make exaggerated or misleading claims related to the Company and its securities.
Forward-looking Statements. This press release may contain forward-looking statements regarding Company. All statements, other than statements of historical fact included herein, are "forward-looking statements" including statements regarding the Company’s future prospects and risks in investing in Company’s common stock. These statements are based upon the Company's current expectations and speak only as of the date hereof. Financial performance in one period does not necessarily mean continued or better performance in the future. The Company's actual results in any endeavor may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties, which factors or uncertainties may be beyond our ability to foresee or control. Other risk factors include the status of the Company's common stock as a "penny stock" and those risk factors stated in reports filed with the U.S. Securities and Exchange Commission or “SEC” on its EDGAR website (URL: www.sec.gov).