AETERNUM HEALTH, INC. 8-K

What happened

• Aeternum Health, Inc. (f/k/a Shorepower Technologies) filed an 8‑K reporting the closing of its merger with Aeternum Health LLC on June 30, 2026. As part of the transaction, Jeff Kim resigned as President, CEO and sole director; Paul Mann (Manager of Aeternum Health LLC) was appointed President, CEO and the company’s sole board member.
• Under the Merger Agreement the company issued to Paul Mann 49,000,000 shares of common stock (reported as constituting a 51% ownership stake) and 2,000,000 shares of Series B preferred stock (each Series B share carries the voting power of 40 common shares). After closing the company reported 96,105,204 shares of common stock outstanding and 2,000,000 Series B preferred outstanding.
• The filing says the securities issued in the Merger were not registered under the Securities Act and were issued in reliance on Section 4(a)(2) and/or Regulation D exemptions.

Key details

• Closing date: June 30, 2026. FINRA previously listed the company name and ticker change (to Aeternum Health, AETN) on March 3, 2026.
• Consideration: Aeternum Health LLC’s assets being transferred to the public company will include, at minimum, $1,500,000 in the form of (a) secured critical‑minerals sources and/or know‑how/data from a single patient related to a novel peptide mix (and resulting IP) and (b) at least $300,000 cash.
• Corporate changes: Shorepower increased authorized shares (100M → 250M) and changed its business focus — intends to spin off its prior electrification assets and pursue (i) mining/processing of critical minerals and (ii) development of longevity/healthspan products and services.
• Financial / regulatory disclosures: The Form 8‑K/Form 10 discussion discloses substantial doubt about the company’s ability to continue as a going concern (accumulated deficits, net losses and limited cash) and extensive risk factors; the filing also notes the company’s common stock is currently subject to “penny stock” rules.

Why it matters

• Change of control and governance: Paul Mann now holds voting control (via the 49M common and the powerful Series B preferred) and is the sole board member — that concentration of control affects corporate decision-making, potential future transactions and minority shareholders’ influence.
• Business pivot and execution risk: The public company is shifting from transportation electrification to mining critical minerals and longevity health products — both are capital‑intensive, regulated and risky industries. The company explicitly warns of financing needs, operational and regulatory risks.
• Liquidity and resale: The securities issued in the transaction were unregistered (private‑placement exemptions), which can restrict resale and liquidity for some holders; combined with penny‑stock status and disclosed financial distress, investors should expect higher volatility and limited near‑term liquidity.
• Next steps for investors: Watch for (a) any future registered offerings or resale registrations, (b) balance‑sheet improvements or financings, (c) disclosures on the specific critical‑minerals assets/IP being contributed, and (d) any changes to board composition or governance policies.

Keywords: merger, change of control, CEO appointment, Paul Mann, Series B preferred, unregistered securities, Regulation D, critical minerals, longevity, going concern, AETN.