RemSleep Holdings Inc. 8-K

What Happened

• RemSleep Holdings Inc. filed an 8‑K reporting that Board resolutions dated May 27, 2026 acknowledged Stock Purchase Agreements (dated May 26, 2026) and related transfers that gave 1000152403 ONTARIO INC (an Ontario, Canada corporation) control of the Company’s preferred shares. Roman Israel Wood sold preferred blocks (3,600,000 Preferred C; 400,000 Preferred B; 4,000,000 Preferred A) to 1000152403 ONTARIO INC and sold 40,000,000 restricted common shares to Miro Zecevic in a private Rule 144 transaction. Anita L. Michaels assigned additional preferred shares (400,000 Preferred C; 100,000 Preferred B; 1,000,000 Preferred A) to 1000152403 ONTARIO INC, completing the preferred‑share control block.
• The Board accepted resignations effective May 27, 2026 of CEO Jeffrey Todd Marshall, COO/Chair Anita L. Michaels, and President/Treasurer/Secretary Roman Israel Wood. New appointments effective May 27, 2026 include Teresita Rubio (Treasurer & Chairman), Sanja Pekovic (Chief Executive Officer), and Irina Veselinovic (Secretary). On June 1, 2026 the Board accepted Sanja Pekovic’s resignation as President and appointed Peter Downey as Interim President effective June 2, 2026; Pekovic remains CEO and will focus on medical/R&D matters. The Board also adopted resolutions restricting the President’s unilateral authority over share issuance and bank funds and confirmed the Chairman’s authority over preferred‑share matters.
• The Board approved compensatory share issuances: 15,000,000 restricted common shares to Scott Hasselbring (Executor of the Estate of Thomas Wood) and 30,000,000 restricted common shares to Roman Israel Wood in full settlement for services (all to be issued as restricted securities). The Company also reported operational changes: closed its Georgia office, relocated principal operations and opened a warehouse at 1900 6th Ave, South Lake Worth, FL 33461, shifted focus toward e‑commerce channels, re‑engaged its auditor and expects to complete the late Q1 filing within the extension period.

Key Details

• Transfer/Acquisition dates: Stock Purchase Agreements dated May 26, 2026; Board acknowledged May 27, 2026. Interim President appointment effective June 2, 2026.
• Preferred share transfers: Roman Wood sold 3,600,000 (Pref C), 400,000 (Pref B), 4,000,000 (Pref A); Anita Michaels assigned 400,000 (Pref C), 100,000 (Pref B), 1,000,000 (Pref A) to 1000152403 ONTARIO INC — together described by the Board as giving that entity control of the preferred share block.
• Common stock transfers/compensation: Roman Wood sold 40,000,000 restricted common shares to Miro Zecevic (Rule 144 private sale). Board authorized issuance of 15,000,000 restricted common to Scott Hasselbring and 30,000,000 restricted common to Roman Israel Wood.
• Operations & filings: Closed Georgia office; new warehouse in South Lake Worth, FL; re‑engaged auditor and expects to complete overdue Q1 filing within the extension.

Why It Matters

• Change in control: The acquisition of the preferred‑share control block by 1000152403 ONTARIO INC represents a material governance shift that could affect future corporate decisions tied to preferred‑share rights (voting, conversions, issuances), as noted in the Board resolutions.
• Management turnover and governance limits: Multiple senior officers resigned and new officers were installed; the Board also limited the President’s unilateral financial and share‑issuance powers. These changes clarify who controls operational and preferred‑share decisions going forward.
• Share issuances and transfers: The filing documents large private transfers and Board‑authorized issuances totaling 45,000,000 restricted common shares (15M + 30M), plus a separate 40,000,000 restricted common sale — all of which will affect the company’s capitalization and may be relevant to current and prospective shareholders.
• Operational and reporting steps: Relocation to Florida, shift to e‑commerce, and re‑engagement of the auditor (and an expected Q1 filing) indicate management is addressing operational direction and prior filing delays — items investors often monitor for near‑term business and compliance risk.

Keywords: change in control, CEO, president, preferred shares, share issuance, relocation, auditor re‑engaged, Q1 filing, e‑commerce.