RemSleep Holdings Inc. Files S-1 Registration Statement

TL;DR

<b>RemSleep Holdings Inc. has filed an S-1 registration statement for a delayed or continuous offering of securities.</b>

AI Summary

RemSleep Holdings Inc. (RMSL) filed a IPO Registration (S-1) with the SEC on February 2, 2024. RemSleep Holdings Inc. filed an S-1 registration statement with the SEC on February 2, 2024. The company is incorporated in Nevada and its principal executive office is located in Clearwater, Florida. The filing indicates the company is a smaller reporting company. The registration statement is for an offering of securities on a delayed or continuous basis under Rule 415. The company was formerly known as OBICOM, INC., Kat Gold Holdings Corp., and Bella Viaggio, Inc.

Why It Matters

For investors and stakeholders tracking RemSleep Holdings Inc., this filing contains several important signals. This S-1 filing signals RemSleep Holdings Inc.'s intention to offer securities to the public, potentially for capital raising or other strategic purposes. The delayed/continuous offering under Rule 415 suggests a flexible approach to future fundraising or stock issuance over time.

Risk Assessment

Risk Level: low — RemSleep Holdings Inc. shows low risk based on this filing. The filing is an S-1 registration statement, which is a preliminary step for public offerings and does not contain detailed financial performance or operational data that would indicate immediate risk.

Analyst Insight

Monitor future filings for details on the securities offering, use of proceeds, and financial performance.

Key Numbers

• 20240202 — Filing Date (SEC Filing Date)
• 1231 — Fiscal Year End (Company Fiscal Year End)
• NV — State of Incorporation (Company Incorporation State)
• 7200 — SIC Code (Primary Standard Industrial Classification Code)
• 47-5386867 — IRS Number (Company IRS Employer Identification No.)
• 333-276850 — SEC File Number (SEC Registration Number)
• 14175 Icot Boulevard, Suite 300 — Principal Office Address (Company Principal Executive Office)
• (727) 955-4465 — Business Phone (Company Business Phone Number)

Key Players & Entities

• RemSleep Holdings Inc. (company) — Registrant
• Thomas J. Wood (person) — Chief Executive Officer
• Eric Newlan (person) — Agent for service
• Newlan Law Firm, PLLC (company) — Legal counsel
• OBICOM, INC. (company) — Former company name
• Kat Gold Holdings Corp. (company) — Former company name
• Bella Viaggio, Inc. (company) — Former company name
• 333-276850 (regulator) — SEC File Number

Forward-Looking Statements

• RemSleep Holdings Inc. will proceed with a continuous offering of securities. (RemSleep Holdings Inc.) — high confidence, target: 2024-12-31

FAQ

Risk Factors

• Registration Statement Effectiveness [low — regulatory]: The effectiveness of this registration statement does not guarantee that an offering will be made or completed.

Key Dates

• 2024-02-01: S-1 Filing Date — Indicates the company's intent to register securities for public sale.
• 2014-06-02: Name Change — RemSleep Holdings Inc. was formerly known as OBICOM, INC.
• 2010-08-09: Name Change — OBICOM, INC. was formerly known as Kat Gold Holdings Corp.
• 2007-09-11: Name Change — Kat Gold Holdings Corp. was formerly known as Bella Viaggio, Inc.

Key Financial Figures

• $0.001 — 0 shares of our common stock, par value $0.001 per share (the "Common Stock") that may
• $0.0094 — d closing price of our Common Stock was $0.0094 per share. Investing in our Common St
• $20,000 — of the Purchase Agreement, a minimum of $20,000 of Common Stock and up to a maximum of
• $100,000 — nd up to a maximum of the lesser of (i) $100,000 of Common Stock, or (ii) 100% of the av

Filing Documents

• ea185221-s1_remsleep.htm (S-1) — 2005KB
• ea185221ex5-1_remsleep.htm (EX-5.1) — 9KB
• ea185221ex23-1_remsleep.htm (EX-23.1) — 3KB
• ea185221ex-fee_remsleep.htm (EX-FILING FEES) — 23KB
• fin_001.jpg (GRAPHIC) — 4KB
• fin_002.jpg (GRAPHIC) — 2KB
• image_001.jpg (GRAPHIC) — 3KB
• image_002.jpg (GRAPHIC) — 13KB
• image_003.jpg (GRAPHIC) — 11KB
• ex23-1_001.jpg (GRAPHIC) — 4KB
• ex23-1_002.jpg (GRAPHIC) — 3KB
• 0001213900-24-009713.txt (&nbsp;) — 6673KB
• rmsl-20230930.xsd (EX-101.SCH) — 62KB
• rmsl-20230930_cal.xml (EX-101.CAL) — 30KB
• rmsl-20230930_def.xml (EX-101.DEF) — 234KB
• rmsl-20230930_lab.xml (EX-101.LAB) — 485KB
• rmsl-20230930_pre.xml (EX-101.PRE) — 252KB
• ea185221-s1_remsleep_htm.xml (XML) — 822KB

DILUTION

DILUTION 34 SELLING STOCKHOLDER 34 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 36 DIVIDEND POLICY 37 PLAN OF DISTRIBUTION 37 DESCRIPTION OF SECURITIES 38 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 40

BUSINESS

BUSINESS 44 MANAGEMENT 52 EXECUTIVE AND DIRECTOR COMPENSATION 54 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 56 SECURITY 58 SHARES ELIGIBLE FOR FUTURE SALE 59 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 60 LEGAL MATTERS 60 EXPERTS 60 WHERE YOU CAN FIND MORE INFORMATION 60 INDEX TO FINANCIAL STATEMENTS F-1 In this Prospectus, "we," "us," "our," the "Company", the "company". and. "RMSL" refer to REMSLEEP HOLDINGS, INC., a Nevada corporation, and, where appropriate, its subsidiaries, unless expressly indicated or the content requires otherwise. i You should rely only on the information contained in this Prospectus. We have not authorized anyone to provide you with different information from that contained in this Prospectus. The Selling Stockholder is offering to sell and seeking offers to buy shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this Prospectus is accurate only as of the date of this Prospectus, regardless of the time of delivery of this Prospectus or of any sale of our common stock. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy the securities in any circumstances under which the offer or solicitation is unlawful. Neither the delivery of this Prospectus nor any distribution of securities in accordance with this Prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of this Prospectus. ABOUT THIS PROSPECTUS The Registration Statement of which this Prospectus forms a part that we have filed with the Securities and Exchange Commission, or SEC, includes exhibits that provide more detail of the matters discussed in this Prospectus. You should read this Prospectus and the related exhibits filed with the SEC, together with the additional information described under the heading "Where You Can Find

Business

Business Overview Existing CPAP systems use nasal pillow interfaces that are round. These pillow interfaces cause discomfort when worn as the nasal septum is typically more sensitive to pressure and is typically relatively flat in areas of the nasal openings. Round cross-sectional shapes do not interface well with flat walls and, as an accommodation, prior pillow interfaces are typically made of a soft material that flattens when inserted. This flattening reduces the cross-sectional area of these prior nasal pillows, resulting in an acceleration of the air velocity and noise. The increase in air flow velocity leads to dryness, a sudden burning sensation in the nostrils, and stuffiness in the sinuses. Higher air flow velocity and lower volume of incoming air is less efficient at correcting apnea and often interrupts normal breathing patterns. DeltaWave is designed to deliver more air volume with less driving pressure. Therefore, the patient gets more air coming into the upper airways at a slower air velocity. Also, the pillows that fit into the nostrils are designed to better fit the shape of the nostrils for better comfort and better airtight seal. A complete discussion concerning our DeltaWave CPAP interface device, including a discussion concerning our market opportunity, is presented under "Business" herein. About this Offering and the Purchase Agreement with the Selling Stockholder On December 15, 2023, we entered into the Purchase Agreement with the Selling Stockholder, Quick Capital. Pursuant to the Purchase Agreement, we have the right, in our sole discretion, subject to the conditions and limitations contained therein, to direct the Selling Stockholder, by delivery of a Purchase Notice to purchase (each, a "Purchase") over the 18-month term of the Purchase Agreement, a minimum of $20,000 of Common Stock and up to a maximum of the lesser of (i) $100,000 of Common Stock, or (ii) 100% of the average daily trading volume during the 15-business days immed

Use of Proceeds

Use of Proceeds We will not receive any proceeds from the sale of the Purchase Shares offered hereunder by the Selling Stockholder. However, we will receive proceeds from sales of shares to Quick Capital, pursuant to the Purchase Agreement. The proceeds from the sale of any such shares will be used for marketing and advertising; lab studies/testing; research and development; regulatory compliance; inventory; professional fees; and, general corporate purposes and working capital requirements in our sole discretion.

Risk Factors

Risk Factors Investing in our Common Stock involves a high degree of risk, and the purchasers of our Common Stock may lose all or part of their investment. Before deciding to invest in our securities, please carefully read the section entitled "Risk Factors" beginning on page 7 and the other information in this Prospectus. Trading Symbol Our Common Stock is quoted on the OTCQB market tier under the symbol "RMSL." 1 The number of shares of our common stock outstanding prior to and to be outstanding immediately after this offering, as set forth in the table above, is based on 1,461,616,601 shares outstanding as of February 1, 2024, and excluding the 300,000,000 Purchase Shares. 5 FINANCIAL SUMMARY The following table presents a summary of certain of our historical financial information. Historical results are not necessarily indicative of future results and you should read the following summary financial data in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and related notes included elsewhere in this Prospectus. The summary financial data as of December 31, 2022, and December 31, 2021, and for the fiscal years ended December 31, 2022 and 2021, was derived from our audited financial statements included elsewhere in this Prospectus. The summary financial data as of September 30, 2023, and for the nine months ended September 30, 2023 and 2022, was derived from our unaudited interim financial statements included elsewhere in this Prospectus. The summary financial data in this section is not intended to replace the financial statements and is qualified in its entirety by the financial statements and related notes included elsewhere in this Prospectus. Nine Months Ended September 30, Fiscal Year Ended December 31, of Operations Data: 2023 2022 2022 2021 (unaudited) (unaudited) Revenue $ 196,262 $ 257,238 $ 320,719 $ — Cost of goods sold 173,57

View Full Filing

View this S-1 filing on SEC EDGAR