8-K
filed March 16, 2023, 7:59 PM ET
ticker BHIC
CIK 0001784440
M&A
confidence high
sentiment neutral
materiality 0.80
BioScience Health Innovations, Inc. (BHIC): M&A transaction — Nowtransit completes reverse merger with Best Labs; new CEO and board appointed
BioScience Health Innovations, Inc.
- Nowtransit issued 34,371,100 shares (85.39% of outstanding) for 100% of Best Labs common stock.
- Darren Lopez appointed CEO and director; John Chymboryk appointed director; Justin Earl resigned as officer.
- Fiscal year changed from August 31 to December 31 to align with Best Labs.
- Company ceased being a shell company upon closing of the share exchange.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Darren Lopez was appointed as Chief Executive Officer at BioScience Health Innovations, Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
Darren López was appointed as the Chief Executive Officer of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Chymboryk was appointed as Director at BioScience Health Innovations, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Darren Lopez and John Chymboryk were appointed to serve on the Board of Directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Justin Earl resigned as Officer at BioScience Health Innovations, Inc..
- Action
- resigned
- Role
- Officer
Exact text from the filing
Effective upon the Closing, Justin Earl tendered his resignation as the sole officer of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Darren Lopez was appointed as Director at BioScience Health Innovations, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
Darren Lopez and John Chymboryk were appointed to serve on the Board of Directors
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
BioScience Health Innovations, Inc.: Company ceased being a shell company upon closing of the Exchange Agreement (effective 2023-03-10).
- Change
- shell status
- Effective
- 2023-03-10
Exact text from the filing
As a result of the Closing of the Exchange Agreement, the Company ceased being a shell company, as that term is defined by Rule 12b-2 under the Securities Exchange Act of 1934.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
BioScience Health Innovations, Inc.: Changed fiscal year end from August 31 to December 31 (effective 2023-03-10).
- Change
- fiscal year change
- Effective
- 2023-03-10
Exact text from the filing
Simultaneously with the Closing, the Company changed its fiscal year end from August 31 to December 31 as a result of the Exchange to conform its fiscal year end to that of Best.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
BioScience Health Innovations, Inc. completed an acquisition involving Best Labs, Inc. and its shareholders (closed 2023-03-10).
- Action
- acquisition
- Counterparty
- Best Labs, Inc. and its shareholders
- Closing
- 2023-03-10
Exact text from the filing
The transaction consummated on March 10, 2023 (the “Closing”). Upon the Closing, the Company issued the Best shareholders signatory 34,371,100 shares of the Company’s common stock, representing approximately 85.39% of the shares of the Company’s common stock to be outstanding, in exchange for all of the shares of Best common stock held by such Best shareholders (the “Exchange”).
View on SEC.gov
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