--- schema_version: "secwatch.filing_event.v1" accession: "0001567503-25-000001" form_type: "8-K" ticker: null cik: "0001567503" company_name: "TurnKey Capital, Inc." filed_at: "2025-05-02T23:59:59+00:00" generated_at: "2026-05-22T22:44:42.827122+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Turnkey Capital acquires Adaptive Intelligence assets from Aedan Looking Glass, changes control and management ## Summary - 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. ## SEC filing metadata - accession: 0001567503-25-000001 - form_type: 8-K - cik: 0001567503 - company_name: TurnKey Capital, Inc. - filed_at: 2025-05-02T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 5.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1567503/000156750325000001/0001567503-25-000001-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1567503/000156750325000001/Form8k.txt ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001567503-25-000001 - JSON: https://secwatch.observer/filing/0001567503-25-000001.json - Plain text: https://secwatch.observer/filing/0001567503-25-000001.txt ## Key facts - Executive change Gary Griffes was appointed as President at TurnKey Capital, Inc.. - Action: appointed - Role: President source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1567503/000156750325000001/0001567503-25-000001-index.htm - Executive change Timothy Hart resigned as other at TurnKey Capital, Inc.. - Action: resigned source text: Neil Swartz, Timothy Hart and Richard Paull resigned as Officers/Directors as the date of the Asset Purchase Agreement and Change-in-Control. evidence_url: https://www.sec.gov/Archives/edgar/data/1567503/000156750325000001/0001567503-25-000001-index.htm - Executive change Andreas Zill was appointed as Director at TurnKey Capital, Inc.. - Action: appointed - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1567503/000156750325000001/0001567503-25-000001-index.htm - Executive change Neil Swartz resigned as other at TurnKey Capital, Inc.. - Action: resigned source text: Neil Swartz, Timothy Hart and Richard Paull resigned as Officers/Directors as the date of the Asset Purchase Agreement and Change-in-Control. evidence_url: https://www.sec.gov/Archives/edgar/data/1567503/000156750325000001/0001567503-25-000001-index.htm - Executive change Richard Paull resigned as other at TurnKey Capital, Inc.. - Action: resigned source text: Neil Swartz, Timothy Hart and Richard Paull resigned as Officers/Directors as the date of the Asset Purchase Agreement and Change-in-Control. evidence_url: https://www.sec.gov/Archives/edgar/data/1567503/000156750325000001/0001567503-25-000001-index.htm - Executive change Russell Ward was appointed as Investor Relations at TurnKey Capital, Inc.. - Action: appointed - Role: Investor Relations source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1567503/000156750325000001/0001567503-25-000001-index.htm - Executive change Norm Thomas was appointed as CFO at TurnKey Capital, Inc.. - Action: appointed - Role: CFO source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1567503/000156750325000001/0001567503-25-000001-index.htm - Executive change Kurt Huwig was appointed as CTO at TurnKey Capital, Inc.. - Action: appointed - Role: CTO source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1567503/000156750325000001/0001567503-25-000001-index.htm - Executive change Dawnte Bailey was appointed as CEO at TurnKey Capital, Inc.. - Action: appointed - Role: CEO source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1567503/000156750325000001/0001567503-25-000001-index.htm - M&A Transactions TurnKey Capital, Inc. underwent a change of control (closed 2023-07-31). - Action: change of control - Closing: 2023-07-31 source text: 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). evidence_url: https://www.sec.gov/Archives/edgar/data/1567503/000156750325000001/0001567503-25-000001-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.