Accredited Solutions (ASII) Files 8-K with Key Corporate Changes

Ticker: ASII · Form: 8-K · Filed: Aug 12, 2024 · CIK: 1464865

Accredited Solutions, INC. 8-K Filing Summary
FieldDetail
CompanyAccredited Solutions, INC. (ASII)
Form Type8-K
Filed DateAug 12, 2024
Risk Levelmedium
Pages16
Reading Time19 min
Key Dollar Amounts$10,000, $25,000, $20,000, $5,000, $153,000
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, financial-obligation, equity-sale, change-of-control

Related Tickers: ASII

TL;DR

ASII filed an 8-K detailing new agreements, financial obligations, equity sales, and potential control changes.

AI Summary

Accredited Solutions, Inc. (ASII) filed an 8-K on August 12, 2024, disclosing several material events. These include entering into a material definitive agreement, creating a direct financial obligation, unregistered sales of equity securities, changes in control, amendments to its articles of incorporation, and Regulation FD disclosures. The company was formerly known as Good Hemp, Inc., Lone Star Gold, Inc., and Keyser Resources, Inc.

Why It Matters

This 8-K filing indicates significant corporate actions and potential shifts in control or financial obligations for Accredited Solutions, Inc., which could impact its future operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves multiple significant corporate events including financial obligations and equity sales, which inherently carry risk.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Accredited Solutions, Inc.?

The filing does not specify the details of the material definitive agreement, only that one was entered into.

What are the details of the direct financial obligation created by Accredited Solutions, Inc.?

The filing indicates the creation of a direct financial obligation but does not provide specific dollar amounts or terms.

When did Accredited Solutions, Inc. change its name from Good Hemp, Inc.?

Accredited Solutions, Inc. changed its name from Good Hemp, Inc. on September 25, 2019.

What is the primary business of Accredited Solutions, Inc. according to its SIC code?

Accredited Solutions, Inc. is classified under the SIC code 2080, which pertains to BEVERAGES.

What is the filing date of this 8-K report?

This 8-K report was filed on August 12, 2024.

Filing Stats: 4,837 words · 19 min read · ~16 pages · Grade level 15.9 · Accepted 2024-08-12 07:29:08

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Promissory Notes Jefferson Street Capital, LLC . On April 19, 2024, the Company issued a promissory note (the "Jefferson Street Note" ) to Jefferson Street Capital LLC ( "Jefferson Street" ) in the principal amount of $10,000. The Note was funded by Jefferson Street on April 19, 2024. The Jefferson Street Note matures April 19, 2024. The Company has the right to repay the Jefferson Street Note at any time, without penalty. From the issue date of the Jefferson Street Note through its maturity date, monthly payments of accrued interest are required to be made by the Company. Upon a default by the Company or on the maturity date, (1) a liquidated damages charge equal to 30% of the outstanding balance due under the Jefferson Street Note will be assessed and will become immediately due and payable, either in form of a cash payment or as an addition to the principal amount due under the Jefferson Street Note, at the sole discretion of the holder, (2) the outstanding balance due under the Jefferson Street Note shall thereafter bear interest thereon at the lower of (a) the highest rate permitted by applicable law or (b) 24% per annum until the unpaid balance shall have been paid in full and (3) the holder, at its sole discretion, may declare the entire outstanding balance due under the Jefferson Street Note to be immediately due and payable. The foregoing description of the Jefferson Street Note is qualified in its entirety by the full text of the Jefferson Street Note, which is filed as Exhibit 10.2 to, and incorporated by reference in, this Current Report. Leonite Capital, LLC . On April 19, 2024, the Company issued a promissory note (the "Leonite Note" ) to Leonite Capital, LLC ( "Leonite" ) in the principal amount of $25,000. The Note was funded by Leonite on April 19, 2024, with the Company receiving funding of $20,000, net of legal fees of $5,000. The Leonite Note matures April 19, 2024. The Company has the

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information provided above in Item 1.01 herein is incorporated by reference into this Item 3.02. Promissory Notes . The issuances of the Jefferson Street Note and the Leonite Note by the Company were made without registration under the Securities Act of 1933, as amended (the "Act"), or the securities laws of the applicable state, in reliance on the exemptions provided by Section 4(a)(2) of the Act and Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state law, based on the offering of such securities to only two persons, the lack of any general solicitation or advertising in connection with such issuance, that each issuee is an accredited investor (as that term is defined in Rule 501(a) of Regulation D), and that each issuee is acquiring the securities for its own account and without a view to distribute them. Series B Preferred Stock . The issuances of shares of Series B Preferred Stock by the Company to Jefferson Street, Leonite, MetroSpaces, Chumas, Alessi and JanBella Group, were made without registration under the Act, or the securities laws of the applicable state, in reliance on the exemptions provided by Section 4(a)(2) of the Act and Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state law, based on the offering of such securities to only six persons, the lack of any general solicitation or advertising in connection with such issuance, that each issuee is an accredited investor (as that term is defined in Rule 501(a) of Regulation D), and that each issuee is acquiring the securities for its own account and without a view to distribute them.

01 Changes in Control of Registrant

Item 5.01 Changes in Control of Registrant. Effective February 1, 2024, there occurred a change in control of the Company. On such date, pursuant to a settlement agreement (the "Change-in-Control Agreement"), Alexander Haase acquired all of the outstanding shares of the Company's Series A Preferred Stock, which securities provide Mr. Haase voting control of the Company, from William Alessi. The consideration paid by Mr. Haase for the shares of Series A Preferred Stock was the settlement and release of all claims arising under a consulting agreement between Messrs. Haase and Alessi. As a class, the Series A Preferred Stock possesses 66.67% voting power of the Company. A complete description of the Series A Preferred Stock set forth in the Company's Current Report on Form 8-K filed with the SEC on October 13, 2022, and is incorporated by reference in this reference. No changes in Company management were made in connection with the Change-in-Control Agreement. 4

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On August 9, 2024, the Company filed with the State of Nevada a Certificate of Designation (the "Certificate of Designation" ), which established a Series B Convertible Preferred Stock. There follows a summary of the rights, preferences, powers, restrictions and limitations of the Series B Preferred Stock: Designation and Amount . The number of shares so designated as Series B Preferred Stock will be 5,000 which will not be subject to increase without the consent of the holders (each a "Holder" and collectively, the "Holders") of a majority of the outstanding shares of Series B Preferred Stock. Terms not otherwise defined herein shall have the meaning ascribed to such terms in the Exchange Agreements (collectively, the "Exchange Agreement") dated as of April 19, 2024, by and between the Company and the initial purchasers of the Series B Preferred Stock. The designations, powers, preferences, rights and restrictions granted or imposed upon the Series B Preferred Stock and holders thereof are as follows unless otherwise agreed to by agreement between the Company and the purchasers of the Series B Preferred Stock. The Series B Preferred Stock shall have an initial liquidation preference, or stated value of $1,000 per share which shall be increased for any accrued, unpaid dividends, the Default Adjustment (as defined herein), if applicable, Fail to Deliver Fees (as defined herein), if any, and any other fees as set forth herein ("Stated Value"). Ranking and Voting . Ranking . The Series B Preferred Stock will, with respect to dividend rights and rights upon liquidation, winding-up or dissolution, rank: (a) senior to the Company's common stock, par value $0.001 per share ("Common Stock") and all other classes of Preferred Stock, and (b) junior with respect to dividends and right of liquidation to all existing indebtedness of the Company, a schedule of such indebtedness attached here

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