8-K/A
filed May 8, 2025, 7:59 PM ET
CIK 0001567503
M&A
confidence high
sentiment positive
materiality 0.75
TurnKey Capital, Inc.: M&A transaction — Turnkey Capital acquires AI tech assets, change in control, new management appointed
TurnKey Capital, Inc.
- Acquired Adaptive Intelligence tech assets from Aedan Looking Glass Inc for $1.482M (409A valuation).
- Issued 18.525M common shares and one Series B preferred to ALG, giving 100% voting control.
- Former officers/directors resigned; new management: Dawnte Bailey (CEO), Gary Griffes (Pres), Norm Thomas (CFO), others.
- Legal opinion confirms non-shell status since August 2023 due to active operations.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard Paull resigned as Officer/Director at TurnKey Capital, Inc..
- Action
- resigned
- Role
- Officer/Director
Exact text from the filing
Neil Swartz, Timothy Hart, and Richard Paull resigned as Officers/Directors as of 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
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
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
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
Timothy Hart resigned as Officer/Director at TurnKey Capital, Inc..
- Action
- resigned
- Role
- Officer/Director
Exact text from the filing
Neil Swartz, Timothy Hart, and Richard Paull resigned as Officers/Directors as of 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
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
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
Neil Swartz resigned as Officer/Director at TurnKey Capital, Inc..
- Action
- resigned
- Role
- Officer/Director
Exact text from the filing
Neil Swartz, Timothy Hart, and Richard Paull resigned as Officers/Directors as of the date of the Asset Purchase Agreement and Change-in-Control.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
TurnKey Capital, Inc. completed an acquisition involving Aedan Looking Glass Inc (ALG) (closed 2023-07-31).
- Action
- acquisition
- Counterparty
- Aedan Looking Glass Inc (ALG)
- Closing
- 2023-07-31
Exact text from the filing
Turnkey Capital Inc acquired 100% of the Adaptive Intelligence technology assets of ALG Intelligence at the initial closing of the transaction.
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.
View on SEC.gov
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