Reliant Holdings Files 8-K/A Amendment on Asset Deal

TL;DR

Reliant Holdings amended its 8-K filing, detailing asset deals and equity sales from June 13th.

AI Summary

Reliant Holdings, Inc. filed an amendment (8-K/A) on July 31, 2024, to a previous report concerning events on June 13, 2024. The amendment pertains to the completion of an acquisition or disposition of assets, unregistered sales of equity securities, and material modifications to security holder rights. The filing also includes financial statements and exhibits related to these events.

Why It Matters

This amendment provides updated information and disclosures regarding significant corporate actions, including asset transactions and equity sales, which could impact investors' understanding of the company's financial position and strategic direction.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings often indicate a need for clarification or correction of previously reported material events, which can introduce uncertainty.

Key Players & Entities

• Reliant Holdings, Inc. (company) — Registrant
• June 13, 2024 (date) — Date of earliest event reported
• July 31, 2024 (date) — Filing date of amendment

FAQ

Key Financial Figures

• $0.001 — ted Series B Preferred Stock, par value $0.001 per share, exactly 6,570 shares of newl
• $1,000 — 10,000 shares having a "Face Value" of $1,000 per share. Each share of Series B Prefe

Filing Documents

• reliant_8ka.htm (8-K/A) — 42KB
• reliant_ex41.htm (EX-4.1) — 23KB
• reliant_ex42.htm (EX-4.2) — 35KB
• reliant_ex43.htm (EX-4.3) — 18KB
• reliant_ex101.htm (EX-10.1) — 85KB
• 0001477932-24-004456.txt ( ) — 363KB
• reliant-20240613.xsd (EX-101.SCH) — 6KB
• reliant-20240613_lab.xml (EX-101.LAB) — 14KB
• reliant-20240613_cal.xml (EX-101.CAL) — 1KB
• reliant-20240613_pre.xml (EX-101.PRE) — 9KB
• reliant-20240613_def.xml (EX-101.DEF) — 2KB
• reliant_8ka_htm.xml (XML) — 4KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets On June 17, 2024, the Company entered into the acquisition of 100% ownership of HLDCO, LLC, a Delaware limited liability company (the "Agreement"). The transaction was by and between the Company and the Members of HLDCO, LLC, which include Mount Olympus Ventures, Inc., Apollo Capital Corp., and M2B Funding Corp. Mount Olympus Ventures, Inc., via the owner Claude Zdanow, has a material relationship with the Company, via his appointment as a director and officer of the Company, and through Mount Olympus Ventures, Inc.'s acquisition of 100% of the Series A Preferred Stock of the Company. The nature and amount of consideration given or received for the assets was exactly 3,645 shares of newly designated Series B Preferred Stock, par value $0.001 per share, exactly 6,570 shares of newly designated Series C Preferred Stock, par value, $0.001 per share, and exactly 100 shares of Series D Preferred Stock, par value $0.001 to be given to each of the Members of HLDCO, LLC as described in the Agreement. On July 18, 2024, the Company filed the designations for the Series B, Series C, and Series D preferred shares pursuant the Agreement. On July 25, 2024, the Board of Directors issued those shares of respective preferred stock to the members of HLDCO, LLC as described therein. SECTION 3 - SECURITIES AND TRADING MARKETS

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On July 25, 2024, the Board of Directors issued the following number of shares of Series B, Series C, and Series D shares to the respective parties described below. Each class of preferred shares having rights and obligations as described in Item 3.03, below, and in the exhibits provided hereto. Shareholder # of Series B Preferred Shares # of Series C Preferred Shares # of Series D Preferred Shares Mount Olympus Ventures, Inc. 0 2,670 100 Apollo Capital Corp. 1,100 1,950 0 M2B Funding Corp. 2,445 1,950 0 Total 3,545 6,570 100

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. July 18, 2024, the Company filed its designation of 3 classes of preferred shares, Series B Preferred Stock, Series C Preferred Stock, and Series D preferred stock. The Series B Preferred Stock consists of 10,000 shares having a "Face Value" of $1,000 per share. Each share of Series B Preferred Stock converts into common stock at a conversion price equal to 90% of the Volume Weighted Average Price of the Company's common stock for the 10 days prior to any conversion. In addition, holders of the Series B Preferred Stock shall receive a quarterly dividend equal to 2% of the total value of the Series B Preferred Stock, on a pro rata basis, issued and outstanding determined by multiplying the number of shares of Series B Preferred Stock times the Face Value. Dividends may be paid in cash, common stock or Series B Preferred Stock at that discretion of the holder. The Series B Preferred Stock also have preference in liquidation to all other classes unless otherwise waived by the Holders. The Series B Preferred Stock have no voting rights. Additional rights and obligations are described in the exhibit attached hereto. The Series C Preferred Stock consists of 6,570 shares, having a "Face Value" of $1,000 per share. Each share of Series C Preferred Stock converts into common stock at a conversion rate equal to 33,334 shares of common stock per share of Series B Preferred Stock. However, in the event of a Liquidation Event, as defined in the respective designation, the Series C Preferred Stock shall, in total, convert into exactly 51% of the sum of a) all Common Stock issued and outstanding; plus b) all the aggregate of all shares of Common Stock that would be issued upon the exercise of warrants or options, conversion of any convertible promissory notes, conversion of all other preferred shares, and any other instruments having vested rights to convert into Common Stock; plus c) the total of aggregate of all

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 4.1 Designation of the Series B Preferred Stock 4.2 Designation of the Series C Preferred Stock 4.3 Designation of the Series D Preferred Stock 10.1 351 Contribution Agreement between the Company and the members of HLDCO, LLC 104 Cover Page Interactive Data File (formatted as inline XBRL) 3 SIGNATURE 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. Reliant Holdings, Inc. (Registrant) Date: July 31, 2024 By: /s/ Claude Zdanow Name: Claude Zdanow Title: Chief Executive Officer 4

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View this 8-K/A filing on SEC EDGAR