--- schema_version: "secwatch.filing_event.v1" accession: "0001826466-25-000048" form_type: "8-K/A" ticker: null cik: "0001567503" company_name: "TurnKey Capital, Inc." filed_at: "2025-05-08T23:59:59+00:00" generated_at: "2026-05-22T04:21:21.394215+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Turnkey Capital acquires AI tech assets, change in control, new management appointed ## Summary - 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. ## SEC filing metadata - accession: 0001826466-25-000048 - form_type: 8-K/A - cik: 0001567503 - company_name: TurnKey Capital, Inc. - filed_at: 2025-05-08T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 5.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1567503/000182646625000048/0001826466-25-000048-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1567503/000182646625000048/form8-ka.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001826466-25-000048 - JSON: https://secwatch.observer/filing/0001826466-25-000048.json - Plain text: https://secwatch.observer/filing/0001826466-25-000048.txt ## Key facts - Executive change Richard Paull resigned as Officer/Director at TurnKey Capital, Inc.. - Action: resigned - Role: Officer/Director source text: Neil Swartz, Timothy Hart, and Richard Paull resigned as Officers/Directors as of the date of the Asset Purchase Agreement and Change-in-Control. evidence_url: https://www.sec.gov/Archives/edgar/data/1567503/000182646625000048/0001826466-25-000048-index.htm - 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/1567503/000182646625000048/0001826466-25-000048-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/1567503/000182646625000048/0001826466-25-000048-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/1567503/000182646625000048/0001826466-25-000048-index.htm - Executive change Timothy Hart resigned as Officer/Director at TurnKey Capital, Inc.. - Action: resigned - Role: Officer/Director source text: Neil Swartz, Timothy Hart, and Richard Paull resigned as Officers/Directors as of the date of the Asset Purchase Agreement and Change-in-Control. evidence_url: https://www.sec.gov/Archives/edgar/data/1567503/000182646625000048/0001826466-25-000048-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/1567503/000182646625000048/0001826466-25-000048-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/1567503/000182646625000048/0001826466-25-000048-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/1567503/000182646625000048/0001826466-25-000048-index.htm - Executive change Neil Swartz resigned as Officer/Director at TurnKey Capital, Inc.. - Action: resigned - Role: Officer/Director source text: Neil Swartz, Timothy Hart, and Richard Paull resigned as Officers/Directors as of the date of the Asset Purchase Agreement and Change-in-Control. evidence_url: https://www.sec.gov/Archives/edgar/data/1567503/000182646625000048/0001826466-25-000048-index.htm - M&A Transactions 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 source text: Turnkey Capital Inc acquired 100% of the Adaptive Intelligence technology assets of ALG Intelligence at the initial closing of the transaction. evidence_url: https://www.sec.gov/Archives/edgar/data/1567503/000182646625000048/0001826466-25-000048-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. evidence_url: https://www.sec.gov/Archives/edgar/data/1567503/000182646625000048/0001826466-25-000048-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.