8-K
filed December 14, 2022, 6:59 PM ET
ticker AGSS
CIK 0001514443
M&A
confidence high
sentiment neutral
materiality 0.85
AMERIGUARD SECURITY SERVICES, INC. (AGSS): M&A transaction — AmeriGuard Security completes reverse merger with Health Revenue Assurance, becomes public company
AMERIGUARD SECURITY SERVICES, INC.
- 100% of AmeriGuard CA exchanged for 90M AGSS shares; Garcia receives 80.6M shares (86.26%) and becomes controlling shareholder.
- Company shifts focus to security guard services; 2021 revenue $22M, 294 employees, over 90% of revenue from four federal contracts.
- Lawrence Garcia appointed CEO, CFO, Treasurer, Secretary, Chairman; prior management resigned in connection with the transaction.
- Settlement with former shareholder Flores: repurchase of 450 shares for $3.38M, payable in installments through 2026 with stock pledge.
Key facts
Extracted from this filing and checked against the source text.
Earnings Releases
SEC 8-K Item 2.02
confidence 0.9
AMERIGUARD SECURITY SERVICES, INC. reported nine months ended September 30, 2022 results: revenue $ 18,838,996, net income $ 176,573.
- Period
- nine months ended September 30, 2022
- Revenue
- $ 18,838,996
- Net income
- $ 176,573
- Result
- reported results
Exact text from the filing
For the Nine months ended Increase / Increase / September 30, 2022 September 30, 2021 (Decrease) $ (Decrease) % Total Revenue $ 18,838,996 $ 16,736,465 $ 2,102,531 13 % Cost of Services 16,237,701 15,178,135 1,059,566 7 % Gross Margin $ 2,601,295 $ 1,558,330 $ 1,042,965 67 % Gross Margin % 13.81 % 9.41 % 4.40 % 47 % Operating expenses 2,070,812 1,270,456 800,657 63 % Depreciation expense 33,282 40,949 (7,667 ) -19 % Interest Expense 60,693 45,240 15,452 34 % Net Income from Operations $ 436,508 $ 201,985 $ 234,523 116 % Other income (Expense) (259,935 ) (515,426 ) 255,491 50 % Net Income/(loss) before income taxes $ 176,573 $ (313,441 ) $ 490,014 156 %
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
AMERIGUARD SECURITY SERVICES, INC.: No longer a shell corporation after merger consummation.
- Change
- shell status
Exact text from the filing
Following the consummation of the Merger described in Item 2.01 of this Current Report on Form 8-K, we believe that we are no longer a shell corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
AMERIGUARD SECURITY SERVICES, INC. underwent a change of control involving Lawrence Garcia and the shareholders of AmeriGuard Security Services, Inc. (closed 2022-12-09).
- Action
- change of control
- Counterparty
- Lawrence Garcia and the shareholders of AmeriGuard Security Services, Inc.
- Closing
- 2022-12-09
Exact text from the filing
On December 9, 2022, AGSS entered into the Merger Agreement. AmeriGuard became a wholly owned subsidiary of AGSS, and AGSS its only shareholder and will continue in its existence with one owner, AGSS.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
AMERIGUARD SECURITY SERVICES, INC. entered into Merger Agreement with AmeriGuard Security Services, Inc., a California corporation, Lawrence Garcia and the minority shareholders of AmeriGuard (effective 2022-12-09).
- Action
- entry
- Agreement
- merger
- Counterparty
- AmeriGuard Security Services, Inc., a California corporation, Lawrence Garcia and the minority shareholders of AmeriGuard
- Effective
- 2022-12-09
Exact text from the filing
On, December 9, 2022, AmeriGuard Security Services, Inc. f/k/a Health Revenue Assurance Holding, Inc. a Nevada corporation (“we”, “AGSS” or the “Company”), entered into a Definitive Share Exchange Agreement (the “Merger Agreement”) with AmeriGuard Security Services, Inc., a California corporation, (“AmeriGuard”) and Lawrence Garcia (“Garcia”) the majority shareholder of AmeriGuard (the “Majority Shareholder”) and the minority shareholders of AmeriGuard (“Minority Shareholders”).
View on SEC.gov
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