Bryn Inc. 8-K

What Happened
Bryn Inc. filed an 8‑K reporting that on April 24, 2026 MEDO Healthcare LLC purchased 10,000,000 shares of the company’s Series A‑1 Preferred Stock from Custodian Ventures LLC (the personal holding company of David Lazar) for $175,000 in cash. Each Series A‑1 share carries the voting power of 250 common shares, so the 10 million preferred shares equal 2.5 billion votes and represent 84.7% of the company’s total voting power (there are 450 million common shares outstanding). Concurrently, David Lazar resigned as the company’s sole officer and director and, under an agreement, appointed John Leo as sole director and CEO and Arthur Magee as CFO and Secretary, effective upon his resignation.

Key Details

• Transaction date: April 24, 2026; purchase price: $175,000 paid to Custodian Ventures LLC.
• Preferred voting conversion: 1 Series A‑1 = voting power of 250 common shares; 10,000,000 preferred = 2.5 billion votes (84.7% voting power).
• Capital source: MEDO Healthcare’s funds were contributed by its members from personal assets. Voting/dispositive control of MEDO’s shares is held by Miriam Mizrachi as Manager of Ashford Capital LLC (manager of MEDO).
• Management changes: David Lazar resigned; John Leo (30+ years in financial services) appointed CEO and sole director; Arthur Magee appointed CFO/Secretary.
• Notable ownership context: Common stock holders include Jean Christophe Chopin (284,154,791 shares, 63.1% of common) and Cosmos Sicav PLC – Open Capital Fund (57,182,483 shares, 12.7%). John Leo beneficially holds 2,743,650 Series A shares (27.4% of Series A; 23.2% total voting power per the filing).

Why It Matters
This filing documents an immediate and material shift in voting control: MEDO Healthcare’s preferred purchase gives it decisive voting power over Bryn’s corporate decisions (board control, approvals of major transactions, etc.). The change also installed new senior management (CEO and CFO), which can affect governance and strategic direction. For investors, the key facts are the large, concentrated voting block held via preferred shares (disproportionate to the company’s common share count) and the attendant change in who can control shareholder votes and corporate actions.