HST Global Reports Material Agreements & Control Changes

TL;DR

HST Global filed an 8-K detailing new agreements, equity sales, and control shifts.

AI Summary

HST Global, Inc. filed an 8-K on May 3, 2024, reporting several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and changes in control of the registrant. The filing also details departures and appointments of directors and officers, amendments to articles of incorporation, and other events.

Why It Matters

This 8-K filing indicates significant corporate actions at HST Global, Inc., potentially impacting its structure, leadership, and shareholder equity.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, unregistered equity sales, and changes in control, which can introduce significant uncertainty and risk.

Key Players & Entities

• HST Global, Inc. (company) — Registrant
• 0000797564 (company) — Central Index Key
• NT HOLDING CORP. (company) — Former Company Name
• ABSS CORP (company) — Former Company Name
• UNICO INC (company) — Former Company Name

FAQ

Key Financial Figures

• $624,807.64 — he transaction, Howell agreed to cancel $624,807.64 in debt obligations previously owed to

Filing Documents

• hstc-20231231.htm (8-K) — 43KB
• exhibit10-1.htm (EX-10) — 66KB
• 0001674796-24-000008.txt ( ) — 223KB
• hstc-20231231_def.xml (EX-101.DEF) — 2KB
• hstc-20231231_lab.xml (EX-101.LAB) — 14KB
• hstc-20231231_pre.xml (EX-101.PRE) — 9KB
• hstc-20231231.xsd (EX-101.SCH) — 2KB
• hstc-20231231_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On April 24, 2024, HST Global, Inc., a Nevada Corporation ("HSTC") entered into a Reorganization and Stock Purchase Agreement (the "Reorganization Agreement") by and among HP Auto Fund LLP ("HPAF"), HST Global Holdings, LLC ("HGHI"), HST Global, Inc. ("HSTC"), Ron Howell ("Howell") and The Health Network, Inc. ("Health Network"). Howell and Health Network were the principal shareholders of HSTI. Effective April 26, 2024, the parties closed the Reorganization Agreement. As part of the transaction, Howell and Health Network, the then majority shareholders of HSTC (the "HSTC Shareholders") delivered 1,634,738 shares of common stock of HSTC to each of HPAF and HGHI. In addition, the Company issued to each of HPAF and HGHI 18,156,322 shares of newly-issued common stock, which, together with the transferred shares, represented approximately 95% of the outstanding equity of HSTC. Further, as part of the transaction, Howell agreed to cancel $624,807.64 in debt obligations previously owed to Howell. As a consequence, immediately subsequent to the close of the Reorganization Agreement, the Company has 41,561,226 shares of common stock outstanding. Also as part of the reorganization, the Company will undertake a 1 for 10 reverse stock split of its outstanding shares effective upon approval by FINRA.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Effective April 26, 2024, the Company issued to each of HPAF and HGHI 18,156,322 shares of newly-issued common stock the Company as part of the reorganization.

01 Changes in Control of Registrant

Item 5.01 Changes in Control of Registrant Pursuant to the Reorganization Agreement, effective April 26, 2024 Howell and Health Network, the then majority shareholders of HSTC delivered 3,269,476 shares of common stock of HSTC equally to HPAF and HGHI. In addition, the Company issued to each of HPAF and HGHI 18,156,322 shares of newly-issued common stock, which, together with the transferred shares, represented approximately 95% of the outstanding equity of HSTC, resulting in a change of control of the Registrant. Also as part of the transaction, the then sole officer and director of HSTC elected Mike Field and Jason Murphy as Directors of the Company. Such officer, Ron Howell, then resigned. Mike Field may be deemed to be the beneficial owner of HPAF and Jason Murphy may be deemed to be the beneficial owner of HGHI which together currently hold approximately 95% of the outstanding equity of the Company.

02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Resignation of Prior Sole Officer and Director Effective April 26, 2024, HSTC accepted the resignation of Ron Howell as sole Officer and Director of the Company. Appointment of Directors Effective April 26, 2024 HSTC announced the appointment of Mike Field and Jason Murphy as Directors of the Company. Subsequently, the Directors appointed Mike Field as President and Acting CFO and Jason Murphy Vice President and Secretary. The table below reflects the Company's executive officers and directors. There is no agreement or understanding between the Company and each current or proposed director or executive officer pursuant to which he was selected as an officer or director. Name Intended Positions and Offices Mike Field Jason Murphy President, Acting CFO and Director Vice President, Secretary and Director The Directors and Officers named above will serve until the next annual meeting of the stockholders or until their respective resignation or removal from office. Thereafter, Directors are anticipated to be elected for one-year terms at the annual stockholders' meeting. Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement, of which none currently exists or is contemplated. Mike Field, President, Acting CFO and Director Mike Field has been President of HP Auto Fund LLC since 2009. He was previously President of companies such as Field Buick Pontiac GMC, Field Mitsubishi, Field Hyundai Suzuki, Koons Buick Pontiac GM, Koons of Alexandria, Koons Auto Outlets, and Vice President of J. Koons Pontiac GMC. He graduated from the College of William and Mary in 1990. Jason Murphy, Vice President, Secretary and Director Jason Murphy is President of Murphy Management Holdings LLC, a Virginia company controlling strategic commercial real estate assets in the Mid-Atlantic. He was Presiden

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management. The following table sets forth the number of shares of common stock beneficially owned by (i) those persons or groups known to beneficially own more than 5% of the Company's common stock, (ii) each current director and executive officer of the Company, and (iii) all the current executive officers and directors as a group. The information is set forth as of the time immediately after closing the reorganization. Title of Class Name of Beneficial Owner Amount of Beneficial Ownership (1) Percentage of Stock Common Stock Mike Field President, Acting CFO and Director (2) 19,791,060 47.5% Common Stock Jason Murphy Vice President, Secretary and Director (3) 19,791,060 47.5% Common Stock HP Auto Fund LLC (2) 19,791,060 47.5% Common Stock HST Global Holdings LLC (3) 19,791,060 47.5% Common Stock All officers and directors (2 persons) 39,582,120 95.0% (1) Calculated pursuant to Rule 13d-3 under the Exchange Act, a beneficial owner of securities is a person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has, or shares, voting power and/or investment power with respect to the securities, and any person who has the right to acquire beneficial ownership of the security within 60 days through any means, including the exercise of any option, warrant or right or the conversion of a security. Any shares that are not outstanding that a person has the right to acquire are deemed to be outstanding for the purpose of calculating the percentage of beneficial ownership of such person, but are not deemed to be outstanding for the purpose of calculating the percentage of beneficial ownership of any other person. (2) All shares are owned by HP Auto Fund LLC. Mike Field is the principal of HP Auto Fund LLC and consequently may be deemed to be the beneficial owner of shares held by such entity. (3) All shares are held through HST Global Holdi

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

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year End Reverse Stock Split As part of the Reorganization Agreement, pursuant to an amendment filed with the Nevada Secretary of State on May 2, 2024, the Company will undertake a 1 for 10 reverse stock split of the Company's outstanding common stock upon approval by FINRA.

01 Other Events

Item 8.01 Other Events As a result of the Reorganization Agreement, HSTC has altered its primary operation. The new primary business of the company is as follows: HST Global, Inc. – Company Overview Founded in 2007, HST Global, Inc. is a dynamic public holding company, strategically focused on the intersection of the Healthcare, Software, and Transportation industries. With a commitment to innovation and excellence, HST Global specializes in identifying potential investment opportunities and spearheading ventures within these critical sectors. Core Industries Healthcare : HST Global invests in companies that are at the forefront of medical technology, healthcare services, and solutions that enhance patient care and improve clinical outcomes. Software : Recognizing the transformative power of technology, HST Global seeks to fund and develop cutting-edge software solutions that drive efficiency, productivity, and growth across various industries. Transportation : With an eye on the future, HST Global is involved in ventures that revolutionize how goods and people move, focusing on sustainable and intelligent transportation systems. Investment Philosophy HST Global's investment philosophy centers on creating value through strategic acquisitions and the nurturing of innovative ideas into successful business ventures. By leveraging its industry insight and operational expertise, HST Global aims to generate sustainable earnings growth and long-term value for its shareholders. Vision and Mission Vision : To be a leading holding company known for transforming high-potential ideas into leading enterprises in Healthcare, Software, and Transportation. Mission : To invest in and develop businesses that lead their respective industries while delivering consistent returns and growth to our stakeholders. Corporate Governance Committed to high standards of corporate governance, HST Global ensures transparency, accountability, and ethical business practices

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibits The following Exhibits are included herein: Exhibit No. Description 10.1 Reorganization Agreement among HP Auto Fund LLP ("HPAF"), HST Global Holdings, LLC ("HGHI"), HST Global, Inc. ("HSTI" or "Acquiror"), Ron Howell ("Howell") and The Health Network, Inc. ("Health Network") dated as of April 24, 2024. 104 Cover Sheet Interactive Data File

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HST Global, Inc.. (Registrant) Dated: May 3, 2024 By: \s\ Mike Field President

View Full Filing

View this 8-K filing on SEC EDGAR