Nowtransit Inc. Files 8-K/A Amendment

TL;DR

Nowtransit Inc. amended its 8-K filing, signaling a shift from shell company status and asset transactions.

AI Summary

Nowtransit Inc. filed an 8-K/A amendment on June 25, 2024, related to events from March 10, 2023. The filing indicates a change in shell company status, the completion of an acquisition or disposition of assets, and potentially unregistered sales of equity securities. It also covers the departure of directors or officers and changes in compensatory arrangements.

Why It Matters

This amendment provides updated information on significant corporate events for Nowtransit Inc., including asset transactions and changes in its corporate structure, which could impact investors' understanding of the company's status.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and changes in officers/directors, which can introduce uncertainty and potential risks for investors.

Key Players & Entities

• Nowtransit Inc. (company) — Registrant
• March 10, 2023 (date) — Earliest event reported
• June 25, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $5.00 — ty that has a market price of less than $5.00 per share, subject to specific exemptio

Filing Documents

• nowtransit20240625_8ka.htm (8-K/A) — 212KB
• ex_692391.htm (EX-99.4) — 226KB
• 0001185185-24-000654.txt ( ) — 627KB
• notr-20230310.xsd (EX-101.SCH) — 3KB
• notr-20230310_def.xml (EX-101.DEF) — 10KB
• notr-20230310_lab.xml (EX-101.LAB) — 19KB
• notr-20230310_pre.xml (EX-101.PRE) — 10KB
• nowtransit20240625_8ka_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement The disclosures set forth in Item 2.01 and Item 5.03 to this Current Report on Form 8-K are incorporated by reference into this Item 1.01.

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets On February 13, 2023, Nowtransit Inc, a Nevada corporation, (the " Company ", "Nowtransit", "us", "we") entered into a Share Exchange Agreement (the " Exchange Agreement ") with Best Labs, Inc., a Nevada corporation (" Best ") and all of the shareholders of Best who collectively owned 9,588,000 shares of Best common stock. The transaction was consummated on March 10, 2023 (the " Closing "). As a result of the Exchange Agreement Best became the wholly-owned subsidiary of the Company. Upon the Closing, the Company issued the Best shareholders 34,371,100 shares of the Company's common stock, representing approximately 85.39% of the issued and outstanding shares of the Company's common stock following Closing, in exchange for all of the shares of Best common stock held by such Best shareholders (the " Exchange "). FORM 10 DISCLOSURES As disclosed elsewhere in this Amended 8-K, effective March 10, 2023, we acquired Best upon consummation of the Closing of the Exchange Agreement. Item 2.01(f) of Form 8-K provides that if a registrant was a "shell company," as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the " Exchange Act "), as we were immediately preceding the Closing, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10 under the Exchange Act (" Form 10 ").

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Amended 8-K, including the Form 10 disclosures, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our ability to locate and acquire an operating business, the status of our current acquisition opportunity and the resources and efforts we intend to dedicate to such an endeavor, our development of a viable business plan and our ability to locate sources of capital necessary to meet our business needs and objectives. All statements other than statements of historical facts contained in this Report, including statements that relate to our future financial performance, liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. These forward-looking statements often can be identified by the use of terms such as may , will , expect , believe , anticipate , estimate , approximate , should , intend , could , potential , is likely , plan , continue , and similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include those described in Item 1A. – Risk Factors. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise. 2

Business

Item 1. Business General Information The Company was incorporated in the State of Nevada on July 8, 2019, and has a fiscal year end of December 31 st . Through March 10, 2023, we had not generated material revenues, had minimal assets and had incurred losses since inception. We were formed to engage in the online delivery business, but in connection with the reverse merger described in the following subsection, the Company terminated its plans in the online delivery business. Since the reverse merger we have experienced a change of control and business, and we now sells clinically-tested, affordably priced products to naturally battle the onslaught of bacteria and viruses through online sales and in various other distribution channels. Presently, the Company is marketing Be On-Guard Mouth Spray, Be On-Guard Nasal Spray, EZ Safer Surface Cleaner, Be On-Guard Brain Fog Support and ADHD 365 maximum strength brain support, NeuroPro Plus a patent pending combination of pharmaceutical grade methylene blue and vitamin C, TBI-365 to elevate your brain health and wellness with pharmaceutical grade methylene blue, glucine, nac and niacinamide and Metabolism+ to enhance your metabolism. We market these products through online sales and in various other distribution channels. Immediately prior to the reverse merger with Best, we were a shell company, as that term is defined by Rule 12b-2 under the Securities Exchange Act of 1934. Reverse Merger On February 13, 2023, Nowtransit entered into the Exchange Agreement with Best and the shareholders of Best who collectively owned 9,588,000 shares of Best common stock, or 100% of the outstanding shares of Best common stock. The transaction was consummated on March 10, 2023 (the "Closing"). Upon the Closing, the Company issued the Best shareholders 34,371,100 shares of the Company's common stock, representing approximately 85.39% of the shares of the Company's common stock in exchange for all of the outstanding shares of Best co

Risk Factors

Item 1A. Risk Factors Investing in our common stock involves a high degree of risk. Investors should carefully consider the following Risk Factors before deciding whether to invest in the Company. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our financial condition. If any of the events discussed in the Risk Factors below occur, our business, consolidated financial condition, results of operations or prospects could be materially and adversely affected. In such case, the value and marketability of our common stock could decline. Because we have limited capital, we may need to raise additional capital in the future by issuing debt or equity securities, the terms of which may dilute our current investors and/or reduce or limit their liquidation or other rights. We may need to secure additional funding to finance our proposed business operations. It is likely that such fundraising would require issuance of equity or dept securities. The terms of securities we issue in future capital raising transactions may be more favorable to new investors, and may include liquidation preferences, superior voting rights or the issuance of other derivative securities, which could have a further dilutive effect on or subordinate the rights of our current investors. Any additional capital raised through the sale of equity securities will likely dilute the ownership percentage of our shareholders. Additionally, any debt securities we issue would likely create a liquidation preference superior to that of our current investors and, if convertible into shares of common stock, would also pose the risk of dilution. 5 We may be unable to obtain necessary financing if and when required. We have no current commitments to furnish additional funding for the Company. Our ability to obtain financing, if and when necessary, may be impaired by such factors as the capital markets (both in general and in the particular indus

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View this 8-K/A filing on SEC EDGAR