M&A - HEALTHCOMP EVALUATION SERVICES CORP

Form Type: 8-K

Filing Date: 2025-05-02

Corporate Action: Acquisition

Type: New

Accession Number: 000168316825003094

Filing Summary: On May 1, 2025, Arowana Media Holdings Inc. entered into a Purchase and Sale Agreement with The Now Corporation to acquire 100% of M Love Vintage Holdings Inc. for consideration of 1,000,000 Convertible Series N Preferred Shares. These shares carry one vote each and are convertible into an equivalent amount of common stock, subject to specific ownership caps. The agreement includes detailed allocations of the Preferred Shares among various stakeholders, with The Now Corporation receiving the largest share of 65.7%. The acquisition was completed on the same day, and the issuance of shares was exempt under Regulation D. Additionally, Mark Newbauer resigned from his roles as CEO and Director, with Alfredo Papadakis appointed as his successor. The resignation was not attributed to any disagreements. Mark Newbauer retained a minority stake of 4.9% in the Preferred Shares and is entitled to $100,000 following SEC qualification of a future Form S-1 filing.