8-K
filed May 2, 2025, 7:59 PM ET
CIK 0001567503
M&A
confidence high
sentiment neutral
materiality 0.90
TurnKey Capital, Inc.: M&A transaction — Turnkey Capital acquires Adaptive Intelligence assets from Aedan Looking Glass, changes control and management
TurnKey Capital, Inc.
- Acquired 100% of Adaptive Intelligence technology assets from Aedan Looking Glass Inc for IP valued at $1,482,000 per 409a valuation.
- Issued 18,525,000 common shares and one Series B preferred share to ALG, giving New Management 100% voting control.
- Former officers/directors Neil Swartz, Timothy Hart, and Richard Paull resigned; new CEO Dawnte Bailey, President Gary Griffes, CFO Norm Thomas, and others appointed.
- Legal opinion filed as Exhibit 99.1 confirms the company is no longer a shell company as of August 2023.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gary Griffes was appointed as President at TurnKey Capital, Inc..
- Action
- appointed
- Role
- President
Exact text from the filing
New Officers/Directors were appointed with Board Approval: Dawnte Bailey, CEO; Gary Griffes, President; Norm Thomas, CFO; Russell Ward, Investor Relations; Andreas Zill, Director; Kurt Huwig, CTO.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Timothy Hart resigned as other at TurnKey Capital, Inc..
- Action
- resigned
Exact text from the filing
Neil Swartz, Timothy Hart and Richard Paull resigned as Officers/Directors as the date of the Asset Purchase Agreement and Change-in-Control.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andreas Zill was appointed as Director at TurnKey Capital, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
New Officers/Directors were appointed with Board Approval: Dawnte Bailey, CEO; Gary Griffes, President; Norm Thomas, CFO; Russell Ward, Investor Relations; Andreas Zill, Director; Kurt Huwig, CTO.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Neil Swartz resigned as other at TurnKey Capital, Inc..
- Action
- resigned
Exact text from the filing
Neil Swartz, Timothy Hart and Richard Paull resigned as Officers/Directors as the date of the Asset Purchase Agreement and Change-in-Control.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard Paull resigned as other at TurnKey Capital, Inc..
- Action
- resigned
Exact text from the filing
Neil Swartz, Timothy Hart and Richard Paull resigned as Officers/Directors as the date of the Asset Purchase Agreement and Change-in-Control.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Russell Ward was appointed as Investor Relations at TurnKey Capital, Inc..
- Action
- appointed
- Role
- Investor Relations
Exact text from the filing
New Officers/Directors were appointed with Board Approval: Dawnte Bailey, CEO; Gary Griffes, President; Norm Thomas, CFO; Russell Ward, Investor Relations; Andreas Zill, Director; Kurt Huwig, CTO.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Norm Thomas was appointed as CFO at TurnKey Capital, Inc..
- Action
- appointed
- Role
- CFO
Exact text from the filing
New Officers/Directors were appointed with Board Approval: Dawnte Bailey, CEO; Gary Griffes, President; Norm Thomas, CFO; Russell Ward, Investor Relations; Andreas Zill, Director; Kurt Huwig, CTO.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kurt Huwig was appointed as CTO at TurnKey Capital, Inc..
- Action
- appointed
- Role
- CTO
Exact text from the filing
New Officers/Directors were appointed with Board Approval: Dawnte Bailey, CEO; Gary Griffes, President; Norm Thomas, CFO; Russell Ward, Investor Relations; Andreas Zill, Director; Kurt Huwig, CTO.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dawnte Bailey was appointed as CEO at TurnKey Capital, Inc..
- Action
- appointed
- Role
- CEO
Exact text from the filing
New Officers/Directors were appointed with Board Approval: Dawnte Bailey, CEO; Gary Griffes, President; Norm Thomas, CFO; Russell Ward, Investor Relations; Andreas Zill, Director; Kurt Huwig, CTO.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
TurnKey Capital, Inc. underwent a change of control (closed 2023-07-31).
- Action
- change of control
- Closing
- 2023-07-31
Exact text from the filing
On July 31, 2023, a change in control of Turnkey Capital Inc (the Company) occurred. Pursuant to the Asset Purchase Agreement, the Company issued 18,525,000 common shares and a share of Series B preferred stock giving ALG voting control to New Management (the New Management).
View on SEC.gov
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