8-K
filed March 1, 2023, 6:59 PM ET
CIK 0001670196
leadership
confidence high
sentiment neutral
materiality 0.80
Universal Gaming Corp: M&A transaction — Deseo Swimwear changes control; John Neocleous acquires 54% stake, becomes CEO
Universal Gaming Corp
- John Neocleous acquired 3.2M shares (54% of outstanding) from Michael Rosen, effective Feb 14-17, 2023.
- Michael Rosen resigned; John Neocleous appointed CEO, Chairman, Treasurer, Secretary, and Director.
- Prior agreement with Cody Development Corp. and Steven Ricks terminated and mutual release of all claims as of Feb 17, 2023.
- Company address changed to 1710 Rhode Island Avenue NW, 2nd floor, Washington DC 20036.
- Neocleous holds 54% of outstanding shares, can unilaterally control board elections and shareholder matters.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Ioannis Neocleous was appointed as Chief Executive Officer, Chairman of the Board, Treasurer and Secretary, and Director at Universal Gaming Corp.
- Action
- appointed
- Role
- Chief Executive Officer, Chairman of the Board, Treasurer and Secretary, and Director
Exact text from the filing
Upon such resignations, John Ioannis Neocleous was appointed as Chief Executive Officer, Chairman of the Board, Treasurer and Secretary, and Director of the Company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Universal Gaming Corp underwent a change of control involving John Ioannis Neocleous for stock purchase agreement for the sale of 3,200,000 shares of Common Stock (closed 2023-02-17).
- Action
- change of control
- Counterparty
- John Ioannis Neocleous
- Consideration
- stock purchase agreement for the sale of 3,200,000 shares of Common Stock
- Closing
- 2023-02-17
Exact text from the filing
Agreement Effective February 14, 2023, Michael Rosen, the previous majority shareholder of Medicale Corp. (the “Company”), entered into a stock purchase agreement for the sale of 3,200,000 shares of Common Stock of Jon Darmstadter (the “Shares”). Such transfer was made so that Mr. Darmstadter could effectuate a transfer of the Shares to John Ioannis Neocleous.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Universal Gaming Corp entered into Stock Purchase Agreement between Jon Darmstadter and John Ioannis Neocleous with John Ioannis Neocleous valued at 3,200,000 shares of Common Stock (effective 2023-02-17).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- John Ioannis Neocleous
- Value
- 3,200,000 shares of Common Stock
- Effective
- 2023-02-17
Exact text from the filing
Effective Febraury 17, 2023, Mr. Darmstadter entered into a stock purchase agreement for the sale of the Shares to Mr. Neocleous.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Universal Gaming Corp terminated Series of agreements with Cody Development Corp and Steven Ricks with Cody Development Corp and Steven Ricks valued at terminated and waived, mutual release of all claims (effective 2023-02-17).
- Action
- termination
- Counterparty
- Cody Development Corp and Steven Ricks
- Value
- terminated and waived, mutual release of all claims
- Effective
- 2023-02-17
Exact text from the filing
In July 2022, Deseo and its affiliates entered into a series of agreements with Cody Development Corp,, a Louisiana corporation (“Cody”) and its sole shareholder Steven Ricks, pursuant to which Mr. Ricks contemplated the contribution to Deseo 100% of the capital stock of Cody to the Company. The ageements between the Company and Cody and Mr. Ricks were terminated and waived as of February 17, 2023, and the parties agreed to a mutual release of all claims related thereto.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Universal Gaming Corp entered into Stock Purchase Agreement between Michael Rosen and Jon Darmstadter with Jon Darmstadter valued at 3,200,000 shares of Common Stock (effective 2023-02-14).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Jon Darmstadter
- Value
- 3,200,000 shares of Common Stock
- Effective
- 2023-02-14
Exact text from the filing
Effective February 14, 2023, Michael Rosen, the previous majority shareholder of Medicale Corp. (the “Company”), entered into a stock purchase agreement for the sale of 3,200,000 shares of Common Stock of Jon Darmstadter (the “Shares”).
View on SEC.gov
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