BQST BioQuest Corporation (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 1-U

 

CURRENT REPORT

 

Pursuant to Regulation A of the Securities Act of 1933

 

Date of Report (Date of earliest event reported) August 23, 2024

 

BioQuest Corp.

(Exact name of registrant as specified in its charter)

 

Nevada		99-0378854
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

 

4570 Campus Drive, Suite 206 Newport Beach, CA		92660
(Address of principal executive offices)		(Zip Code)

 

Registrant s telephone number, including area code: (714) 978-4425

 

Title of each class of securities issued pursuant to Regulation A: Common Stock

 

This Current Report on Form 1-U is issued in accordance with Rule 257(b)(4) of Regulation A, and is neither an offer to sell any securities, nor a solicitation of an offer to buy, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

 

 

ITEM 1. Fundamental Changes

 

Agreement and Plan of Acquisition

 

On August 23, 2024, BioQuest Corp. a Nevada corporation (the “Company”) entered into an Agreement and Plan of Acquisition (the “Agreement”) with BotMakers, Inc., a Texas corporation (the “BOTI”). As part of the Agreement the Company will exchange 20,000,000 shares of restricted common stock, 85,000 Series A Preferred Shares for 100% of BOTI and BOTI will pay $175,000 of BQST’s outstanding debts. The Series A Preferred Shares shall be convertible into common stock at a ratio of 1000:1, have a 4.99% equity conversion blocker and have no voting right. This Agreement also requires BOTI to file a 15c2-11 within 90 days of the execution of the Agreement and gives the major shareholders as listed on Exhibit A to the Agreement anti-dilution protection to maintain their 10% ownership rights and also states that BQST will not do a reverse split in the 18 months after signing the Agreement, except in the case of an uplisting to the NASDAQ; wherein, there will be a 5:1 reverse split maximum, or if approved by the major shareholders as listed on Exhibit A to the Agreement.

 

The vision of BioQuest is to acquire BotMakers and its Conversational Artificial Intelligence (“AI”). BotMakers, currently provides its customers with an AI platform that utilizes voice calling AI, text messaging and chatbots. At this time, there are no products of BotMakers that will utilize MaxTrades AI technology that are aspirational or still in development. All BotMakers products and services are fully functional and are currently selling to retail customers. Any future updates to the MaxTrades technology will be based on future data gathered through customer usage and feedback. BotMakers has no current plans to enhance the MaxTrades technology used in conversational Al products or chatbots. The MaxTrades technology is a series of automated workflows that can plug in to any Customer Relationship Management system that allows webhooks to send data to and from those systems.

 

The Agreement contains customary representations and warranties, operating covenants and termination rights.

 

The foregoing provides only a brief description of the material terms of the Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified in their entirety by reference to the full text of the Agreement filed as an exhibit to this Current Report on Form 1-U, and is incorporated herein by reference.

 

Item 3. Material Modification to Rights of Security Holders

 

Certificate of Designation Series A Preferred Stock

 

On August 23, 2024, the Board of Directors, with the approval of a majority vote of the shareholders approved addition of 85,000 Authorized Preferred Shares and the filing of a Certificate of Designation of the Company’s Preferred Stock to designate those Authorized Preferred Shares as Series A Preferred Stock (“Series A Preferred Stock”). The Board of Directors authorized 85,000 shares of the preferred shares to be designated as Series A Preferred Stock. The Series A Preferred Stock, has a par value of $0.001, and converts into common stock at a rate of 1,000 for each share of Series A Preferred Stock, the holders of the Series A Preferred Stock may not convert into the holder holding more than 4.99% of the common shares of the Company at any time, and the Series A Preferred Stock have no common stock voting rights.

 

A copy of the Certificate of Amendment of Designation that is to be filed with the Nevada Secretary of State, is attached hereto as Exhibit 6.2 of this Report and is incorporated by reference herein.

 

Exhibits: The following exhibits are filed with this report:

 

Exhibit No.		Description
6.1		Agreement and Plan of Acquisition by and between the Company and BotMakers Inc., Dated August 23, 2024
6.2		Certificate of Designation with the Secretary of State of Nevada, to be filed

 

 

SIGNATURES

 

Pursuant to the requirements Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	BioQuest Corp.
	/s/ Thomas Hemingway
	Thomas Hemingway
	CEO
	Date: August 27, 2024

 

 

 

Exhibit 6.1

 

AGREEMENT AND PLAN OF ACQUISITION

 

among

 

BioQuest, Corp. (“BQST”)

 

and

 

BotMakers , Inc. (“BOTI”)

 

and

 

BOTI Shareholders

 

dated as of

 

August 23, 2024

 

 

ACQUISITION AGREEMENT

 

This Acquisition Agreement (the “Agreement”) effective August 23, 2024, which is the closing date (the “Closing Date”), is by and amongst BioQuest Corp., a Nevada Corporation (“BQST” or “Acquirer”), having its principal offices at 4570 Campus Drive, suite 23 Newport Beach, CA 92660, BotMakers, Inc., a Texas Corporation (“BOTI”) having its principal offices at 6725 South Fry Rd. #321 Katy, Texas, 77494, and the majority BOTI Shareholders of BOTI, having an address of 6725 South Fry Katy, Texas 77494 (“BOTI Shareholders”).

 

RECITALS:

 

	A.	BQST desires to acquire 100% of the issued and outstanding shares and capital interests or shareholdings of BOTI and 100% of the BOTI Shareholders of BOTI desire to exchange all of their shares of BOTI for shares of BQST authorized but unissued common stock as hereinafter provided.
	B.	It is the intention of the parties hereto that:

 

	a.	BQST shall acquire all of the issued and outstanding shares of BOTI in exchange for 20,000,000 restricted unissued common stock and 85,000 Series A Preferred Stock A, of BQST convertible into 85,000,000, unissued shares of common stock, par value $.001 (“Common Stock”), set forth below (the “Exchange”); and
	b.	The Exchange shall qualify as a transaction in securities exempt or excluded from registration or qualification under the Securities Act of 1933, as amended (the Securities Act”), and under the applicable securities laws of each state or jurisdiction where all of the BOTI Shareholders of BOTI (the “BOTI Shareholders”) reside, with BOTI becoming a wholly owned subsidiary of BQST.

 

C.

BOTMAKERS AI, INC., agrees to pay BQST, $175,000 which is to be supplied by BOTMAKERS , INC., as follows:

 

	a.	$35,000 has been received on April 1, 2024.
	b.	$140,000 post Reg A filing and acceptance.

 

	D.	The board of directors of BQST deems it to be in the best interest of BQST and its Shareholders to acquire all of the issued and outstanding interests of BOTI.
	E.	The directors and majority of BOTI Shareholders of BOTI deem it to be in the best interest of the BOTI Shareholders to exchange all of the capital interests of BOTI for 20,000,000 shares of BQST common stock and 85,000 Series A Preferred Stock that are convertible into 85,000,000 shares of common stock (New BQST Shares), as hereinafter provided.

 

 

	F.	Anti-Dilution rights. The shareholders attached on Exhibit A will have anti-dilution rights of 10.0%. The shareholders attached on Exhibit A (“Exhibit A Shareholders”) shall own shares of stock in BQST and will at all times represent at least 10.0% ownership position of BQST’s total outstanding shares on a pro rata basis, as per Exhibit A share holdings as of the date of this Agreement, and the aggregate number of shares of Stock that the Exhibit A Shareholders owns shall be adjusted proportionately by the Board of Directors of BQST for any increase in the number of outstanding shares of Stock resulting from the issuance of any additional equity securities by BQST, for any reason. Exhibit A shareholders share percentages shall be reduced by any amount of shares that Exhibit A shareholders sell. Recital F Anti-Dilution rights, only applies for share issuances that are below $1.00 a share and Recital F expires 18 months after signing this Agreement. Section F does not apply for any debt conversion on outstanding debt that was outstanding as of the date of this Agreement.
	G.	No Reverse Split of the Common Stock for 18 Months, after signing this Agreement, except for uplisting to NASDAQ, with a maximum allowed reverse split of 5 to 1. This Agreement is subject to and conditional upon the condition that BQST refrain from effecting a reverse stock split of its common stock, to remain in full force and effect for eighteen months (18) months from the closing date of this Agreement, unless 51% of the shares held by the Exhibit A Shareholders, that were held as of this Agreement have already been sold or liquidated, then the Recital G No Reverse Split Clause is revoked. Solely, upon a majority approval of the Exhibit A Shareholders, BQST may perform a reverse stock split of all its outstanding stock equally (i.e. both the common stock and Series A Preferred Stock being reversed equally) during that 18 month period.
	H.	BOTI agrees to complete two years of audits prepared by a Public Company Accounting Oversight Board approved audit firm, for filing a registration statement with the Securities and Exchange Commission (“SEC”), within ninety (90) days of the Closing Date associated with this Agreement and to become a fully registered SEC compliant company subject to Section 13 and or 15 of the Securities Act of 1933, through the filing of a Registration Statement on either a Form 10, Form S-1, or through the filing of a Tier 2 Regulation A Offering; wherein, BOTI files a Form 8A Registration Statement within the proper time frame to become a fully reporting SEC company.
	I.	BOTI further agrees that it will also file a 15c2-11 application to FINRA through a Broker Dealer within the later of: ninety (90) days of the Closing Date associated with this this Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the parties hereto agree as follows:

 

SECTION 1. EXCHANGE OF SHARES

 

1.1.	Exchange of Shares. BQST and the BOTI Shareholders hereby agree that the BOTI Shareholders shall, on the Closing Date (as hereinafter defined), exchange all of the issued and outstanding shares of BOTI for 105,000,000 shares of BQST (the “ New BQST Shares”) to be issued as follows:

 

1.1.1.

BQST agrees to issue 20,000,000 restricted common shares (twenty million restricted common shares) to the BOTI Shareholders of BOTI. Upon the close.

 

 

1.1.2.

BQST further agrees to issue 85,000 Series A convertible preferred shares that are convertible into 85,000,000 restricted common shares (each Series A convertible preferred share will have no voting rights, will convert into one thousand (1,000) shares of common stock and will contain a 4.99% equity conversion blocker) of BQST, upon the close.

 

1.2.	The New BQST Shares will be restricted against resale pursuant to the provisions of Federal and state securities laws. The BOTI shares to be tendered (1,000 shares) (“BOTI Shares”) will represent all of the issued and outstanding capital interests of BOTI, each BOTI Shareholder will receive in the Exchange are set forth in Exhibit B hereto, which will constitute approximately 90% of the then-outstanding ownership of the combined entity. This agreement will go forward so long as 90% of the BOTI Shares are tendered for exchange. Any remaining BOTI Shareholders who choose not to exchange their shares will remain as minority BOTI Shareholders in the subsidiary.
1.3.	Delivery of Shares. On the Closing Date, the BOTI Shareholders wishing to exchange BOTI Shares for BQST Shares (the “Exchanging BOTI Shareholders”) will deliver to BQST the certificates or electronic version representing the BOTI Shares, duly endorsed (or with executed stock powers) so as to make BQST the sole owner thereof. Upon delivery of the BOTI Shares, BQST will deliver certificates representing the BQST Shares to the exchanging BOTI Shareholders, making the exchanging BOTI Shareholders the majority BOTI Shareholders of BQST.

 

SECTION 2. REPRESENTATIONS AND WARRANTIES OF BOTI AND THE BOTI Shareholder(s)

 

BOTI hereby represents and warrants as follows:

 

2.1	Organization and Good Standing. BOTI is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas. BOTI has the corporate power and authority to carry on its business as presently conducted. BOTI is qualified to do business in all jurisdictions where the failure to be so qualified would have a material adverse effect on its business.
2.2	Anti-Dilution. In the event that any change in the outstanding Shares of common stock of BQST (including an exchange of common stock for stock or other securities of another corporation) occurs by reason of a common stock dividend or split, recapitalization, merger, consolidation, combination, exchange of Shares or other similar corporate changes, other than for consideration received by BQST, the Exhibit A Shareholders will have their shares adjusted to maintain the value and percentage of BQST held at the time of this Agreement as per Recitals F and G above.

 

 

2.3	Corporate Authority. BOTI has the power to operate as a corporation and to perform any corporate obligations hereunder. The execution and delivery of this Agreement by each of the exchanging BOTI Shareholders, and the consummation of the transaction contemplated hereby, are not in violation of any corporate restrictions governing shareholder transactions. The execution and performance of this Agreement, ultimately effecting a change in control of the company, will not constitute a material breach of any agreement, indenture, mortgage, license or other instrument or document to which BOTI is a party and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to BOTI or its properties. The execution and performance of this Agreement will not violate or conflict with any provision of the Articles of Incorporation or the Bylaws of BOTI.
2.4	Ownership of Shares. The BOTI Shareholders described are the owners of record and beneficially of all of the issued and outstanding shares of BOTI. Except as set forth on Schedule 2.3, each Majority Shareholder represents and warrants that he, she, or it owns such shares free and clear of all rights, claims, liens and encumbrances, and the shares have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement.
2.5	Receipt of Corporate Information; Independent Investigation; Access.

 

	2.5.1	All requested publicly available documents, records and books pertaining to BQST and the BQST Shares will be delivered to each BOTI Shareholder or that shareholder’s advisors, and any of the other BOTI Shareholders as requested. All of the BOTI Shareholders’ questions and requests for information will be answered to the BOTI Shareholders’ satisfaction.
	2.5.2	Each BOTI Shareholder acknowledges that they, in making the decision to exchange the BOTI shares for BQST Shares, will rely upon independent investigations made by them or their representatives, if any, and they will have, prior to the Closing Date, been given access to and the opportunity to examine all material contracts and documents relating to this offering and an opportunity to ask questions of, and to receive information from, BQST or any person acting on its behalf concerning the terms and conditions of this Agreement.
	2.5.3	Each BOTI shareholder and its advisors, if any, will have been furnished with access to all publicly available materials relating to the business, finances and operation of BQST and materials relating to the offer and sale of the BQST Shares which have been requested.
	2.5.4	Each shareholder and its advisors, if any, will have received complete and satisfactory answers to any such inquiries.

 

 

2.6	Risks. Each shareholder executing this agreement acknowledges and understands that the exchange for the BQST Shares involves a high degree of risk and is suitable only for persons of adequate financial means who have no need for liquidity in this investment in that (i) the Shareholder may not be able to liquidate the investment in the event of an emergency; (ii) transferability is extremely limited; and (iii) in the event of a disposition, the Shareholder could sustain a complete loss of its entire investment. The Shareholder is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of an investment in BQST; has evaluated such merits and risks, including risks particular to the Shareholder’s situation; and the Shareholder has determined that this investment is suitable for the Shareholder. The Shareholder has adequate financial resources and can bear a complete loss of the Shareholder’s investment.
2.7	Investment Intent. Each BOTI Shareholder hereby represents that the BQST Shares are being acquired for the Shareholder’s own account with no intention of distributing such securities to others. The Shareholder has no contract, undertaking, agreement or arrangement with any person to sell, transfer or otherwise distribute to any person or to have any person sell, transfer or otherwise distribute the Shares for the Shareholder. The Shareholder is presently not engaged, nor does the Shareholder plan to engage within the presently foreseeable future, in any discussion with any person regarding such a sale, transfer or other distribution of the Shares or any interest therein.
2.8	Compliance with Federal and State Securities Laws. The BOTI Shareholders understand that the BQST Shares have not been registered under the Securities Act. The BOTI Shareholders understand that the BQST Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Securities Act or an exemption from such registration is available. Moreover, the BOTI Shareholders understand that their right to transfer the BQST Shares will be subject to certain restrictions, which include restrictions against transfer under the Securities Act and applicable state securities laws. In addition to such restrictions, the BOTI Shareholders realize that they may not be able to sell or dispose of the BQST Shares as there may be no public or other market for them. The BOTI Shareholders understand that certificates evidencing the Shares shall bear a legend substantially as follows:

 

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE LAW OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.

 

2.9	Approvals. No approval, authorization, consent, order or other action of, or filing with, any person, firm or corporation or any court, administrative agency or other governmental authority is required in connection with the execution and delivery of this Agreement by BOTI and the BOTI Shareholders for the consummation of the transactions described herein, other than as set forth on Schedule 2.3.
2.10	Financial Statements, Books and Records. Attached as Exhibit 2.10 are the financial statements (balance sheet, income statement, notes) of BOTI as of April 30, 2024 and the period from inception through April 30, 2024 (unaudited) , (the “Financial Statements”). The books of account and other financial records of BOTI are in all respects complete and correct in all material respects and are maintained in accordance with good business and accounting practices.

 

 

2.10.1

The Directors and Majority BOTI Shareholders acknowledge that a minimum of two (2) years of audited financial for the years ended December 31, 2023 and 2022 information will be required to be filed with the Securities and Exchange commission within 90 days of the Closing date of this Agreement

 

2.11	No Material Adverse Changes. Since April 30, 2024, there has not been:

 

	2.11.1	any material adverse change in the financial position of BOTI except changes arising in the ordinary course of business, which changes will in no event materially and adversely affect the financial position of BOTI;
	2.11.2	any damage, destruction or loss materially affecting the assets, prospective business, operations or condition (financial or otherwise) of BOTI. whether or not covered by insurance;
	2.11.3	any declaration, setting aside or payment of any dividend or distribution with respect to any redemption or repurchase of BOTI capital interests;
	2.11.4	any sale of an asset (other than in the ordinary course of business) or any mortgage or pledge by BOTI of any properties or assets, including issued or pending patents; or
	2.11.5	adoption of any pension, profit sharing, retirement, stock bonus, stock option or similar plan or arrangement.

 

2.12	Taxes. BOTI has filed all material tax, governmental and/or related forms and reports (or extensions thereof) due or required to be filed and has paid or made adequate provisions for all taxes or assessments which had become due as of the Closing Date, and there are no deficiency notices outstanding. No extensions of time for the assessment of deficiencies for any year is in effect. No deficiency notice is proposed or, to the knowledge of the Major BOTI Shareholders after reasonable inquiry, threatened against BOTI. The tax returns of BOTI. have never been audited.
2.13	Compliance with Laws. BOTI has complied with all federal, state, county and local laws, ordinances, regulations, inspections, orders, judgments, injunctions, awards or decrees applicable to it or its business which, if not complied with, would materially and adversely affect the business of BOTI.
2.14	No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not:

 

2.14.1

violate any provision of the Articles of Incorporation or the Bylaws of BOTI.

 

 

	2.14.2	violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, or both constitute) a default under any contract or other agreement to which BOTI is a party or by or to which it or any of its assets or properties may be bound or subject.
	2.14.3	violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, BOTI or upon the properties or business of BOTI; or
	2.14.4	violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a material, adverse effect on the business or operations of BOTI.

 

2.15	Actions and Proceedings. BOTI is not a party to any material pending litigation or, to the knowledge of the BOTI Shareholders, after reasonable inquiry, any governmental investigation or proceeding not reflected in the BOTI Financial Statements and, to their best knowledge, no material litigation, claims, assessments or non-governmental proceedings are threatened against BOTI except as set forth on Schedule 2.15 attached hereto and made a part hereof.
2.16	Agreements. Schedule 2.16 sets forth any material contract or arrangement to which BOTI is a party or by or to which it or its assets, properties or business are bound or subject, whether written or oral.
2.17	Brokers or Finders. No broker’s or finder’s fee will be payable by BOTI in connection with the transactions contemplated by this Agreement, nor will any such fee be incurred as a result of any actions by BOTI or any of its BOTI Shareholders.
2.18	Real Estate. Except as set forth on Schedule 2.18, BOTI owns no real property nor is a party to any leasehold agreement. All uses of the real property by BOTI or its subsidiaries conform in all material respects to all applicable building and zoning ordinances, laws and regulations.
2.19	OSHA and Environmental Compliance. To the knowledge of the BOTI Shareholders, BOTI has duly complied with, and its offices, real property, business, assets, leaseholds and equipment are in compliance in all material respects with, the provisions of the Federal Occupational Safety and Health Act, the Environmental Protection Act, and all other environmental laws. here have been no outstanding citations, notices or orders of non-compliance issued to BOTI or relating to its business, assets, property, leaseholders or equipment under such laws, rules or regulations.

 

2.19.1

BOTI has been issued all required federal, state and local licenses, certificates or permits relating to all applicable environmental laws. There are no visible signs of releases, spills, discharges, leaks or disposal (collectively, referred to as “Releases”) of hazardous substances at, upon, under or within the real property owned by BOTI. There are no underground storage tanks or polychlorinated biphenyls on the real property. To the best of the BOTI Shareholders’ knowledge, after reasonable inquiry, the real property has never been used as a treatment, storage or disposal facility of hazardous waste. To the best of the BOTI Shareholders’ knowledge, after reasonable inquiry, no hazardous substances are present on the real property or any premises leased by BOTI excepting such quantities as are handled in accordance with all applicable manufacturer’s instructions and governmental regulations and in the proper storage containers and as are necessary for the operation of the commercial business of BOTI.

 

 

2.20	Tangible Assets. To the knowledge of the Majority BOTI Shareholders, BOTI has full title and interest in all patents, machinery, equipment, furniture, leasehold improvements, fixtures, projects, owned or leased by BOTI, any related capitalized items or other tangible property material to the business of BOTI (the “Tangible Assets”). Other than as set forth in Schedule 2.20, BOTI holds all rights, title and interest in all the Tangible Assets owned by it on the Balance Sheet or acquired by it after the date on the Balance Sheet free and clear of all liens, pledges, mortgages, security interests, conditional sales contracts or any other encumbrances. All of the Tangible Assets are in good operating condition and repair and are usable in the ordinary course of business of BOTI and conform to all applicable laws, ordinances and government orders, rules and regulations relating to their construction and operation, except as set forth on Schedule 2.20 hereto. BOTI has clear title to all of its fictional business names, trading names, registered and unregistered trademarks, service marks and applications (collectively, the “Marks”) and Marks are included as Tangible Assets.
2.21	Liabilities. BOTI did not have any material direct or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or responsibility, known or unknown, fixed or unfixed, liquidated or unliquidated, secured or unsecured, accrued or absolute, contingent or otherwise, including, without limitation, any liability on account of taxes, any governmental charge or lawsuit (all of the foregoing collectively defined to as “Liabilities”), which are not fully, fairly and adequately reflected on the Financial Statements (annual and interim), except for a specific Liabilities set forth on Schedule 2.21 attached hereto and made a part hereof. As of the date of Closing, BOTI will not have any Liabilities, other than Liabilities fully and adequately reflected on the Financial Statements except for Liabilities incurred in the ordinary course of business and as set forth in Schedule 2.21 and will not exceed $250,000 and will be paid on the date of Closing. To the best knowledge of the BOTI Shareholders, there is no circumstance, condition, event or arrangement which may hereafter give rise to any Liabilities not in the ordinary course of business.
2.22	Access to Records. The corporate financial records, minute books and other documents and records of BOTI have been made available to BQST prior to the Closing hereof.
2.23	Operations of BOTI. From the date of the Financial Statements through the date of Closing, BOTI has not and will not, outside of the ordinary course of business, have:

 

2.23.1

incurred any indebtedness or borrowed money;

 

 

	2.23.2	declared or paid any dividend or declared or made any distribution of any kind to any BOTI Shareholder, or made any direct or indirect redemption, retirement, purchase or other acquisition of any interests in its capital structure;
	2.23.3	made any loan or advance to any BOTI Shareholder, officer, director, employee, consultant, agent or other representative or made any other loan or advance;
	2.23.4	disposed of any assets of BOTI.;
	2.23.5	materially increased the annual level of compensation of any executive employee of BOTI;
	2.23.6	increased, terminated, amended or otherwise modified any plan for the benefit of employees of BOTI;
	2.23.7	issued any equity securities or rights to acquire such equity securities; or
	2.23.8	entered into or modified any contract, agreement or transaction.

 

2.24	Capitalization. The authorized capital of BOTI consists of 1,000,000 shares of common stock authorized and 0 shares of preferred stock authorized, each having a par value of $0.0001, of which 1,000 shares of common stock, and 0 shares of preferred, are issued and outstanding. Other than the aforementioned BOTI has not granted, issued or agreed to grant, issue or make any warrants, options, subscription rights or any other commitments of any character relating to the issued or unissued shares of capital stock of BOTI except as set forth on Schedule 2.24 attached hereto and made a part hereof. BOTI has no subsidiaries.
2.25	Full Disclosure. No representation or warranty by BOTI or the BOTI Shareholders in this Agreement or in any document or schedule to be delivered by them pursuant hereto, and no written statement, certificate or instrument furnished or to be furnished by BOTI pursuant hereto or in connection with the negotiation, execution or performance of this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state any fact necessary to make any statement herein or therein not materially misleading or necessary to a complete and correct presentation of all material aspects of the business of BOTI, and/or the status of the BOTI Shares.

 

SECTION 3. REPRESENTATIONS AND WARRANTIES OF BQST

 

BQST hereby represents and warrants as follows:

 

3.1

Organization and Good Standing. BQST is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. It has the corporate power to own its own property and to continue its business as now being conducted and is duly qualified to do business in any jurisdiction where so required except where the failure to so qualify would have no material adverse effect on its business.

 

 

3.2	Corporate Authority. BQST has the corporate power to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby has been, or will be prior to the Closing Date, duly authorized by the Board of Directors of BQST and a majority of the BQST Shareholders as required by law. The execution and performance of this Agreement will not constitute a material breach of any agreement, indenture, mortgage, license or other instrument or document to which BQST is a party and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to BQST or its properties. The execution and performance of this Agreement will not violate or conflict with any provision of the Articles of Incorporation or by-laws of BQST.
3.3	The BQST Shares. At the Closing, the BQST Shares to be issued and delivered to the BOTI Shareholders hereunder will when so issued and delivered, constitute valid and legally issued shares of BQST restricted Common Stock, fully paid and nonassessable.
3.4	Financial Statement: Books and Records. As filed with on the SEC website are the audited financial statements (balance sheet, income statement and Notes) of BQST for the fiscal year ended April 30, 2022 and 2021 U.S. Securities and Exchange Commission’s EDGAR system, and unaudited financial statements for the year ended April 30, 2023 and 2024 April 30, as filed with OTC Markets (“Financial Statements”) The Financial Statements fairly represent the financial position of BQST as at such date and the results of their operations for the periods then ended. The Financial Statements were prepared in accordance with generally accepted accounting principles applied on a consistent basis with prior periods except as otherwise stated therein. The books of account and other financial records of BQST are in all respects complete and correct in all material respects and are maintained in accordance with good business and accounting practices.
3.5	No Material Adverse Changes.

 

Except as described on Schedule 3.5, since April 30, 2024, there has not been:

 

	3.5.1	any material adverse changes in the financial position of BQST except changes arising in the ordinary course of business, which changes will in no event materially and adversely affect the financial position of BQST.
	3.5.2	any damage, destruction or loss materially affecting the assets, prospective business, operations or condition (financial or otherwise) of BQST whether or not covered by insurance;
	3.5.3	any declaration setting aside or payment of any dividend or distribution with respect to any redemption or repurchase of BQST capital stock, other than as agreed upon among the parties;
	3.5.4	any sale of an asset (other than as described in (iii) above, or in the ordinary course of business) or any mortgage pledge by BQST of any properties or assets; or

 

 

	3.5.5	adoption or modification of any pension, profit sharing, retirement, stock bonus, stock option or similar plan or arrangement.
	3.5.6	except in the ordinary course of business, incurred or assumed any indebtedness or liability, whether or not currently due and payable;
	3.5.7	any loan or advance to any Shareholder, officer, director, employee, consultant, agent or other representative or made any other loan or advance otherwise than in the ordinary course of business;
	3.5.8	any material increase in the annual level of compensation of any executive employee of BQST;
	3.5.9	except in the ordinary course of business, entered into or modified any contract, agreement or transaction;
	3.5.10	issued any equity securities or rights to acquire equity securities, other than as set forth in Schedule 3.5, such that total issued and outstanding shares of the company will not exceed 12,000,000 shares as of the date of the exchange with BOTI.

 

3.6	Taxes. BQST, formed on May 17, 2011 as Renaissance Films Inc., has filed all tax, governmental and/or related forms and reports (or extensions thereof) due or required to be filed as of April 30, 2021. BQST’s accountants are in the process of filing BQST’s tax returns for the year ended April 30, 2022 and 2023. Any liabilities for taxes, in the aggregate, will not exceed $5,000.
3.7	Compliance with Laws. Except as described on Schedule 3.6, BQST has complied with all federal, state, county and local laws, ordinances, regulations, inspections, orders, judgments, injunctions, awards or decrees applicable to it or its business, which, if not complied with, would materially and adversely affect the business of BQST.
3.8	Actions and Proceedings. BQST is not a party to any material pending litigation or, to its knowledge, any governmental proceedings are threatened against BQST.
3.9	Periodic Reports. BQST is not a Section 12(g) reporting company and has filed all reports, schedules, forms, statements and other documents required to be filed by the BQST under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date of filings its Form 15-12G Termination of Registration under Section 12g (or such shorter period as the BQST was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. The Company is current in its OTC Markets reporting requirements as of January 31, 2024. The SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The OTC Markets Reports are current as of the date of execution of this Agreement.

 

 

3.10	Capitalization. As of the Closing Date, there are approximately 240 BQST Shareholders of record that are the owners of 11,685,230 shares of BQST Common Stock, none of which owns in excess of 5% of the issued and outstanding shares, except as may be set forth on Schedule 3.10 attached, a shareholder list. BQST has par value $0.001 per share authorized, of which 11,685,230 are issued, Ihe Company will issue a Series A Preferred Stock, par value $0.001 per share authorized, none of which have been issued or will be issued prior to Closing. here are no outstanding warrants, stock options, stock rights or other commitments of any character relating to the issued or unissued shares of Common Stock of BQST.
3.11	Access to Records. The corporate financial records, minute books, and other documents and records of BQST have been made available to BOTI prior to the Closing hereof.
3.12	No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not:

 

	3.12.1	violate any provision of the Articles of Incorporation or By-Laws of BQST;
	3.12.2	violate, conflict with or result in the breach of any of the material terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which BQST is a party or by or to which it or any of its assets or properties may be bound or subject;
	3.12.3	violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, BQST or upon the securities, properties or business to BQST; or
	3.12.4	violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein, which violation could have a material adverse effect on the business or operations of BQST.

 

3.13	Brokers or Finders. No broker’s or finder’s fee will be payable by BQST in connection with the transactions contemplated by this Agreement, nor will any such fee be incurred as a result of any actions of BQST.
3.14	Corporate Authority. BQST has the corporate power to enter into this Agreement and to perform its respective obligations hereunder. The execution and delivery of this Agreement and the consummation of the transaction contemplated hereby have been duly authorized by the Board of Directors and a majority of the BOTI Shareholders of BQST. The execution and performance of this Agreement will not constitute a material breach of any agreement, indenture, mortgage, license or other instrument or document to which BQST is a party and will not violate any judgment, decree, order, writ, rule, statute, or regulation applicable to BQST or its properties. The execution and performance of this Agreement will not violate or conflict with any provision of the Certificate of Incorporation or by-laws of BQST.

 

 

3.15	Full Disclosure. No representation or warranty by BQST in this Agreement or in any document or schedule to be delivered by them pursuant hereto, and no written statement, certificate or instrument furnished or to be furnished by BQST pursuant hereto or in connection with the negotiation, execution or performance of this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state any fact necessary to make any statement herein or therein not materially misleading or necessary to complete and correct presentation of all material aspects of the business of BQST.
3.16	No Claims Outstanding. BQST represents that it is not subject to any claims, litigation, or other charges against its assets, has no real estate or real estate holdings, has no employees, three officers and four directors, serving without pay, and therefore there can be no OSHA or other personnel claims outstanding or potentially assertable against the company. Furthermore, there have been no material changes in the company’s position.
3.17	Securities Issuances. BQST represents that all of the existing and outstanding shares were lawfully issued and are dutifully accounted for in the financial statements and with the company’s transfer agent.

 

SECTION 4. CONDITIONS PRECEDENT

 

4.1	Conditions Precedent to the Obligation of BOTI Shareholders. All obligations of the BOTI Shareholders under this Agreement are subject to the fulfillment, prior to or as of the Closing Date, as indicated below, of each of the following conditions:

 

	4.1.1	The representations and warranties by or on behalf of BQST contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof shall be true in all material respects at and as of Closing Date as though such representations and warranties were made at and as of such time.
	4.1.2	BQST shall have performed and complied in all material respects, with all covenants, agreements, and conditions set forth herein, and shall have executed and delivered all documents required by this Agreement to be performed or complied with or executed and delivered by them prior to or at the Closing.
	4.1.3	On or before the Closing, the Board of Directors and a majority of the BQST Shareholders of BQST shall have approved, in accordance with state corporate laws, the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated herein and authorized all of the necessary and proper action to enable BQST to comply with the terms of the Agreement.

 

 

	4.1.4	BQST shall have sufficient shares of BQST Common Stock authorized but unissued to complete the Exchange.
	4.1.5	All instruments and documents delivered to BOTI and the BOTI Shareholders pursuant to provisions hereof shall be reasonably satisfactory to legal counsel for BOTI.

 

4.2	Conditions Precedent to the Obligations of BQST and BQST Shareholders. All obligations of BQST under this Agreement are subject to the fulfillment, prior to or at Closing, of each of the following conditions:

 

	4.2.1	The representations and warranties by BOTI through its BOTI Shareholders, contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof shall be true in all material respects at and as of the Closing as though such representations and warranties were made at and as of such time;
	4.2.2	BOTI and its BOTI Shareholders shall have performed and complied with, in all material respects, with all covenants, agreements, and conditions set forth in, and shall have executed and delivered all documents required by this Agreement to be performed or complied or executed and delivered by them prior to or at the Closing;

 

SECTION 5. COVENANTS

 

5.1	Corporate Examinations and Investigations. Prior to the Closing Date, the parties acknowledge that they have been entitled, through their employees and representatives, to make such investigation of the assets, properties, business and operations, books, records and financial condition of the other as they each may reasonably require. No investigations by a party hereto shall, however, diminish or waive any of the representations, warranties, covenants or agreements of the party under this Agreement.
5.2	Further Assurances. The parties shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby. Each such party shall use its best efforts to fulfill or obtain the fulfillment of the conditions to the Closing, including, without limitation, the execution and delivery of any documents or other papers, the execution and delivery of which are necessary or appropriate to the Closing.
5.3	Confidentiality. In the event the transactions contemplated by this Agreement are not consummated, BQST, BOTI and the BOTI Shareholders agree to keep confidential any information disclosed to each other in connection therewith for a period of one (1) year from the date hereof; provided, however, such obligation shall not apply to information which:

 

5.3.1

at the time of the disclosure was public knowledge;

 

 

	5.3.2	after the time of disclosure becomes public knowledge (except due to the action of the receiving party); or
	5.3.3	the receiving party had within its possession at the time of disclosure; or
	5.3.4	is ordered disclosed by a Court of proper jurisdiction.

 

SECTION 6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES

 

Notwithstanding any right of either party to investigate the affairs of the other party and its BOTI Shareholders, each party has the right to rely fully upon representations, warranties, covenants and agreements of the other party and its BOTI Shareholders contained in this Agreement or in any document delivered to one by the other or any of their representatives, in connection with the transactions contemplated by this Agreement. All such representations, warranties, covenants and agreements shall survive the execution and delivery hereof and the closing hereunder for one (1) year following the Closing.

 

SECTION 7. INDEMNIFICATION

 

For a period of one (1) year from the Closing, the BOTI Shareholders of BOTI. agree to indemnify and hold harmless BQST, its officers, directors and principal BOTI Shareholders, and BQST agrees to indemnify and hold harmless the BOTI Shareholders, at all times up to one (1) year after the date of this Agreement against and in respect of any liability, damage, or deficiency, all actions, suits, proceedings, demands, assessments, judgments, costs and expenses, including attorneys’ fees, incident to any of the foregoing, resulting from any material misrepresentation made by any indemnifying party to an indemnified party, an indemnifying party’s breach of a covenant or warranty or an indemnifying party’s nonfulfillment of any agreement hereunder, or from any material misrepresentation or omission from any certificate, financial statement or tax return furnished or to be furnished hereunder for any period up to and including 120 days after execution of this Agreement. This provision shall not be construed to be a waiver of any lawful indemnification provision contained in the charter or By-Laws, as permitted by Federal or State law.

 

If the indemnified party receives written notice of the commencement of any legal action, suit or proceeding with respect to which the indemnifying party is or may be obligated to provide indemnification pursuant to this Section, the indemnified party shall, within 30 days of the receipt of such written notice, give the indemnifying party written notice thereof (a “Claim Notice”). Failure to give such Claim Notice within such 30 day period shall not constitute a waiver by the indemnified party or its rights to indemnity hereunder with respect to such action, suit or proceeding unless the defense thereof is prejudiced thereby. Upon receipt by the indemnifying party of a Claim Notice from the indemnified party with respect to any claim for indemnification which is based upon a claim made by a third party (“Third Party Claim”), the indemnifying party may assume the defense of the Third-Party Claim with counsel of its own choosing, as described below. The indemnified party shall cooperate in the defense of the Third-Party Claim and shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably required in connection therewith. he indemnified party shall have the right to employ its own counsel in any such action, but the fees and expenses of such counsel shall be at the expense of the indemnified party unless the indemnifying party shall not have with reasonable promptness employed counsel to assume the defense of the Third-Party Claim, in which event such fees and expenses shall be borne solely by the indemnifying party. The indemnifying party shall not satisfy or settle any Third-Party Claim for which indemnification has been sought and is available hereunder, without the prior written consent of the indemnified party, which consent shall not be delayed, or which shall not be required if the indemnified party is granted a release in connection therewith. If the indemnifying party shall fail with reasonable promptness to defend such Third-Party Claim, the indemnified party may defend, satisfy or settle the Third-Party Claim at the expense of the indemnifying party and the indemnifying party shall pay to the indemnified party the amount of such Loss within ten days after written demand thereof. The indemnification provisions hereof shall survive the termination of this Agreement.

 

 

SECTION 8. DOCUMENTS AT CLOSING AND THE CLOSING

 

8.1	Documents at Closing. At the Closing, the following transactions shall occur, all of such transactions being deemed to occur simultaneously:

 

8.1.1

BOTI will deliver, or will cause to be delivered, to BQST the following:

 

8.1.1.1

a certificate executed by the President and Secretary of BOTI to the effect that all representations and warranties made by BOTI under this Agreement are true and correct as of the Closing, the same as though originally given to BQST on said date;

 

	8.1.2	a certificate from the State of Texas dated at or about the Closing to the effect that BOTI is in good standing under the laws of said State;
	8.1.3	BOTI shall deliver an opinion of its legal counsel, limited as to any portion of the opinion as to an aspect of the agreement governed by the application of Texas law, to BQST to the effect that:

 

	8.1.3.1	BOTI is a corporation validly existing and in good standing under the laws of the State of Texas and is duly qualified to do business in any jurisdiction where so required except where the failure to so qualify would have no material adverse impact on the company.
	8.1.3.2	BOTI has the corporate power to carry on its business as now being conducted; and
	8.1.3.3	This Agreement has been duly authorized, executed and delivered by the BOTI Shareholders.

 

8.1.4

Certificates representing those shares of BOTI to be exchanged for BQST Shares will be delivered, along with duly executed powers transferring such certificates to BQST.

 

 

	8.1.5	all other items, the delivery of which is a condition precedent to the obligations of BQST, as set forth in Section 4.
	8.1.6	BQST will deliver or cause to be delivered to BOTI and the BOTI Shareholders:
	8.1.7	a certificate from BQST executed by the President or Secretary of BQST, to the effect that all representations and warranties of BQST made under this Agreement are true and correct as of the Closing, the same as though originally given to BOTI. on said date;
	8.1.8	certified copies of resolutions by BQST Board of Directors authorizing this transaction; and an opinion of BQST counsel as described in Section 4 above;
	8.1.9	certificates from the Nevada Secretary of State dated at or about the Closing Date that BQST is in good standing under the laws of said State;
	8.1.10	an opinion of counsel, limited as to any portion of the opinion that applies to an aspect governed by the application of Nevada law, dated as of the Closing to the effect that:

 

	8.1.10.1	BQST is a corporation validly existing and in good standing under the laws of the State of Nevada;
	8.1.10.2	This Agreement has been duly authorized executed and delivered by BQST and is a valid and binding obligation of BQST enforceable in accordance with its terms;
	8.1.10.3	BQST, through its Board of Directors and its shareholders, has taken all corporate action necessary for performance under this Agreement;
	8.1.10.4	The documents executed and delivered to BOTI and the BOTI Shareholders hereunder are valid and binding in accordance with their terms;
	8.1.10.5	The shares of BQST Shares to be issued pursuant to Section 1.1 hereof, when issued, will be duly and validly issued, fully paid and non-assessable; and
	8.1.10.6	BQST has the corporate power to execute the Agreement, deliver the Shares and perform under this Agreement.
	8.1.10.7	All other items, the delivery of which is a condition precedent to the obligations of BOTI, as set forth in Section 4 hereof.

 

 

8.2	The Closing. The Closing shall take place at the time or place as may be agreed upon by the parties hereto. At the Closing, the parties shall provide each other with such documents as may be necessary.

 

SECTION 9. MISCELLANEOUS

 

9.1	Waivers. The waiver of a breach of this Agreement or the failure of any party hereto to exercise any right under this Agreement shall in no way constitute waiver as to future breach whether similar or dissimilar in nature or as to the exercise of any further right under this Agreement.
9.2	Amendment. This Agreement may be amended or modified only by an instrument of equal formality signed by the parties or the duly authorized representatives of the respective parties.
9.3	Assignment. This Agreement is not assignable except by operation of law.
9.4	Notice. Until otherwise specified in writing, the mailing addresses and fax numbers of the parties of this Agreement shall be as follows:

 

To: BQST:

 

BioQuest Corp.

C/O Thomas Hemingway

124 Mission View Drive

Lakeside, MT 59922

714.797.3110

tomh@redwoodfin.com

 

with copy to:

 

Michael Krall

2925 Camino De Las Piedras

El Cajon, CA 92019

619.851.1570

mkrall1570@gmail.com

 

To: BOTI:

 

Trent Daniels

BotMakers , Inc.

6725 South Fry

Katy, Texas 77494

tdaniel@bundlefly.com

 

with copy to:

 

Any notice or statement given under this Agreement shall be deemed to have been given if sent by registered mail addressed to the other party at the address indicated above or at such other address which shall have been furnished in writing to the addressor.

 

 

9.5	Governing Law. This Agreement shall be construed, and the legal relations between the parties determined, in accordance with the laws of the State of Nevada, thereby precluding any choice of law rules which may direct the application of the laws of any other jurisdiction.
9.6	Publicity. No publicity release or announcement concerning this Agreement or the transactions contemplated hereby shall be issued by either party hereto at any time from the signing hereof without advance approval in writing of the form and substance by the other party.
9.7	Entire Agreement. This Agreement (including the Exhibits and Schedules to be attached hereto) and the collateral agreements executed in connection with the consummation of the transactions contemplated herein contain the entire agreement among the parties with respect to the exchange and issuance of the Shares and the BQST Shares and related transactions, and supersede all prior agreements, written or oral, with respect thereto.
9.8	Further Assurances. Each party hereto shall, from time to time, and at all times hereafter, at the request of the other parties hereto, but without further consideration, do all such further acts and execute and deliver all such further documents and instruments as shall be reasonably required in order to fully perform and carry out the terms and intent hereof.
9.9	Headings. The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
9.10	Severability of Provisions. The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant, agreement or provision of this Agreement shall in no way affect the validity or enforcement of any other provision or any part thereof.
9.11	Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed, shall constitute an original copy hereof, but all of which together shall consider but one and the same document.
9.12	Binding Effect. This Agreement shall be binding upon the parties hereto and inure to the benefit of the parties, their respective heirs, administrators, executors, successors and assigns.

 

 

9.13	Tax Treatment. BQST, BOTI and the BOTI Shareholders acknowledge that they each have been represented by their own tax advisors in connection with this transaction; that none of them has made a representation or warranty to any of the other parties with respect to the tax treatment accorded this transaction, or the effect individually or corporately on any party under the applicable tax laws, regulations, or interpretations; and that no opinion of counsel or private revenue ruling has been obtained with respect to the effects of this transaction under the Code.
9.14	Press Releases. The parties will mutually agree as to the wording and timing of any informational releases concerning this transaction prior to and through Closing.

 

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

 

	BioQuest Corp
	a Nevada corporation
	By:	/s/ Thomas Hemingway
		Thomas Hemingway Chairperson/CEO

 

BotMakers, Inc.			BotMakers, Inc.
a Texas corporation			Shareholder
By:	/s/ Sella Hall		By:	/s/ Sella Hall
	Sella Hall			Sella Hall (100% Shareholder)

 

 

EXHIBIT “A”

 

LIST OF BQST SHAREHOLDERS

 

Name of Shareholder of BQST.		Approximate Percentage of Holding				Number of Shares of BQST. Held
See Shareholder List from Pacific Stock Transfer.
Thomas Hemingway			31.7	%			3,639,981
Michael Krall			28.1	%			3,231,867
David Noyes			10.5	%			1,201,233
Jeffrey Donnell			10	%			1,151,333
Bobby Orbach			4.7	%			539,960
Richard Pisano			2	%			233,300
All BQST Shareholders			87	%			9,997,674

 

 

EXHIBIT “B”

 

Name of Shareholder of BOTI and Assigns.		Approximate Percentage of Holding				Number of Shares of BOTI. Held				Number of Shares of BQST Common Stock to be Issued				Number of Shares of BQST Series A Preferred Stock to be Issued
Sella Hall			100	%			1,000				-0-				-0-
Corinda Melton			0	%			0				18,000,000				-0-
Trent Daniel			0	%			0				1,000,000				42,650
Wayne Colson			0	%			0				1,000,000				15,250
John Weldon Chitwood			0	%			0				-0-				500
Charles Potter			0	%			0				-0-				26,600
All BOTI Shareholders			100								20,000,000				85,000

 

EXHIBITS

 

A.	List of BOTI. BOTI Shareholders (See table above)

 

 

SCHEDULES

 

BOTI. Schedules

 

2.3	Exceptions to free and clear ownership of Shares: NONE
2.9	BOTI. Consents.
2.10	BOTI. Financial Statements Unaudited: Years ended December 31, 2023 and Three months ended April 30, 2024.
2.15	Claims, Litigation, Government actions pending: See List attached: NONE
2.16	BOTI. Significant contracts: (Material Contracts)
2.18	BOTI. List of Real Estate Owned (NONE) and List of Leases
2.20	BOTI. List of exceptions to the Tangible Assets on balance sheets:
2.22	BOTI. List of undisclosed Liabilities: NONE
2.24	BOTI. Warrants, Options and preferred interests currently in existence: NONE

 

BQST Schedules

 

3.4	BQST Financial Statements
3.5	List of material adverse changes
3.10	List of BOTI Shareholders from Transfer Agent See Below
3.16	Activities of BQST in previous 2 years

 

 

DOCUMENTS/ETC TO BE PRODUCED AS YET: (August 20, 2024)

 

BOTI.:

 

	○	Resolution to enter into merger
	○	Financial Statements Audit from inception April 18, 2024 through April 30, 2024.

 

BQST:

 

	○	Shareholder’s list
	○	Certificate of Good Standing
	○	Accountants update through Closing, Audit for year April 30, 2023 and 2024 will be post-closing.
	○	Minutes/Resolutions for merger

 

BQST Stock Issued and Outstanding as of April 30, 2024:			11,485,230
Stock Payable Issued August 20, 2024: 200,000 shares			200,000
Issued and Outstanding August 20, 2024:			11,685,230

 

 

 

Exhibit 6.2

 

CERTIFICATE OF DESIGNATIONS

OF

BIOQUEST CORP.

ESTABLISHING THE DESIGNATIONS, PREFERENCES,

LIMITATIONS AND RELATIVE RIGHTS OF ITS

SERIES A PREFERRED STOCK

 

 

Pursuant to the Nevada Corporation Law, BioQuest Corp., a corporation organized and existing under the laws of Nevada (the “Company”),

 

DOES HEREBY CERTIFY that pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation of the Company, and pursuant to the Nevada Corporation Law, the Board of Directors, by unanimous written consent of all members of the Board of Directors on August 16, 2024, duly adopted a resolution providing for the issuance of a series of shares of Series A Preferred Stock, which resolution is and reads as follows:

 

RESOLVED, that pursuant to the authority expressly granted to and invested in the Board of Directors of BioQuest Corp. by the provisions of the Articles of Incorporation of the Company, as amended, a series of the preferred stock, par value $0.001 per share, of the Company be, and it hereby is, established; and

 

FURTHER RESOLVED, that the series of preferred stock of the Company be, and it hereby is, given the distinctive designation of “Series A Preferred Stock”; and

 

FURTHER RESOLVED, that the Series A Preferred Stock shall consist of 85,000 shares; and

 

FURTHER RESOLVED, that the Series A Preferred Stock shall have the powers and preferences, and the relative, participating, optional and other rights, and the qualifications, limitations, and restrictions thereon set forth below.

 

Section 1. DESIGNATION OF SERIES.

 

The shares of such series shall be designated as the Series A Preferred Stock and the number of shares initially constituting such series shall be up to 85,000 shares (the “Preferred Stock”).

 

Section 2. DEFINITIONS.

 

For purposes of this Designation, the following definitions shall apply:

 

(a) “Business Day” means a day in which a majority of the banks in the State of Nevada in the United States of America are open for business.

 

(b) “Common Stock” means the Company’s $0.001 par value common stock, or any other class of stock resulting from successive changes or reclassifications of such common stock consisting solely of changes in par value, or as a result of a subdivision, combination, or merger, consolidation or similar transaction in which the Company is a constituent corporation.

 

(c) “Distribution” shall mean the transfer of cash or other property without consideration whether by way of dividend or otherwise (other than dividends on Common Stock payable in Common Stock), or the purchase or redemption of shares of the Company for cash or property other than: (i) repurchases of Common Stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase, (ii) repurchases of Common Stock issued to or held by employees, officers, directors or consultants of the Company or its subsidiaries pursuant to rights of first refusal contained in agreements providing for such right, (iii) repurchases of capital stock of the Company in connection with the settlement of disputes with any shareholder, (iv) any other repurchase or redemption of capital stock of the Company approved by the holders of (a) a majority of the Common Stock and (b) a majority of the Preferred Stock of the Company voting as separate classes.

 

 

(d) “Holder” shall mean the person or entity in which the Series A Preferred Stock is registered on the books of the Company, which shall initially be the person or entity which subscribes for the Preferred Stock, and shall thereafter be permitted and legal assigns which the Company is notified of by the Holder and which the Holder has provided a valid legal opinion in connection therewith to the Company.

 

(e) “Holders” shall mean all Holders of the Series A Preferred Stock.

 

(f) “Junior Stock” Junior Stock shall mean the Common Stock and each other class of capital stock or series of preferred stock of the Company created after the Original Issue Date, the terms of which do not expressly provide that such class or series ranks senior to or on parity with the Series A Preferred Stock upon the liquidation, winding-up or dissolution of the Company.

 

(g) “Liquidation Preference” shall mean the original issue price per share for each share of Series A Preferred Stock (as appropriately adjusted for any Recapitalizations).

 

(h) “Original Issue Date” shall mean the date upon which the shares of Series A Preferred Stock are first issued.

 

(i) “Series A Preferred Stock Certificates” means the certificates, as replaced from time to time, evidencing the outstanding Series A Preferred Stock shares.

 

(j) “Recapitalization: shall mean any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event.

 

(k) “Restricted Shares” means any shares of the Company’s stock which are restricted from being transferred by the Holder thereof unless the transfer is effected in compliance with the Securities Act of 1933, as amended and applicable state securities laws (including investment suitability standards, which shares shall bear the following restrictive legend (or one substantially similar):

 

“The securities represented by this certificate have not been registered under the Securities Act of 1933 or any state securities act. The securities have been acquired for investment and may not be sold, transferred, pledged or hypothecated unless (i) they shall have been registered under the Securities Act of 1933 and any applicable state securities act, or (ii) the corporation shall have been furnished with an opinion of counsel, satisfactory to counsel for the corporation, that registration is not required under any such acts.”

 

SECTION 3. DIVIDENDS.

 

(a) The holders of the Series A Preferred Stock shall not be entitled to receive any dividends except as may be declared by the Board of Directors.

 

(b) To the fullest extent permitted by Nevada Law, the Company shall be expressly permitted to redeem, repurchase or make distributions on the shares of its capital stock in all circumstances other than where doing so would cause the Company to be unable to pay its debts as they become due in the usual course of business.

 

 

SECTION 4. LIQUIDATION PREFERENCE

 

(a) Liquidation Preference. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the Holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any Distribution of any of the assets of the Company to the Holders of the Junior Stock by reason of their ownership of such stock.

 

(b) Remaining Assets. After the payment to the Holders of Series A Preferred Stock of the full preferential amounts specified above, the entire remaining assets of the Company legally available for distribution by the Company shall be distributed with equal priority and pro rata among the Holders of the Junior Stock in proportion to the number of shares of Junior Stock, and the terms of such Junior Stock, held by them.

 

(c) Valuation of Non-Cash Consideration. If any assets of the Company distributed to shareholders in connection with any liquidation, dissolution, or winding up of the Company are other than cash, then the value of such assets shall be their fair market value as determined in good faith by the Board of Directors. In the event of a merger or other acquisition of the Company by another entity, the Distribution date shall be deemed to be the date such transaction closes.

 

SECTION 5. CONVERSION.

 

The holders of the Series A Preferred Stock shall have conversion rights as follows (the “Conversion Rights”):

 

	(a)	Right to Convert. Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into that number of fully paid and nonassessable shares of Common Stock (whether whole or fractional) at a conversion ratio of 1,000 shares of Common Stock for each 1 share of Series A Preferred Stock (1,000:1).
	(b)	Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of the Series A Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall round the number of shares issued to the nearest whole number. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Series A Preferred Stock the holder is at the time converting into Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion.
	(c)	Mechanics of Conversion.

 

i.

Notice of Conversion. In order for a holder of Series A Preferred Stock to voluntarily convert shares of Series A Preferred Stock into shares of Common Stock, such holder shall surrender the certificate or certificates for such shares of Series A Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Series A Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Series A Preferred Stock represented by such certificate or certificates and, if applicable, any event on which such conversion is contingent. Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The close of business on the date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such certificates (or lost certificate affidavit and agreement) and notice shall be the time of conversion (the “Conversion Time”), and the shares of Common Stock issuable upon conversion of the shares represented by such certificate shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after the Conversion Time, issue and deliver to such holder of Series A Preferred Stock, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion in accordance with the provisions hereof and a certificate for the number (if any) of the shares of Series A Preferred Stock represented by the surrendered certificate that were not converted into Common Stock.

 

 

	ii.	Redemption by the Corporation. On or after the 3rd anniversary of the issuance of shares of Series A Preferred Stock, the Corporation shall have the option to redeem the shares of Series A Preferred Stock either i) for shares of common stock at the Conversion Price; or ii) for cash at a price equal to the sum of the Conversion Price. The Corporation shall provide any holder of Series A Preferred Stock with 3 days written notice prior to any such redemption.
	iii.	Reservation of Shares. The Corporation shall at all times when the Series A Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Series A Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary amendment to the Articles of Incorporation. Before taking any action which would cause an adjustment reducing the Series A Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Series A Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Series A Conversion Price.
	iv.	Effect of Conversion. All shares of Series A Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Section 6 and to receive payment of any dividends declared but unpaid thereon. Any shares of Series A Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for shareholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly.
	v.	Taxes. The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of Series A Preferred Stock pursuant to this Section 6. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the shares of Series A Preferred Stock so converted were registered, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

 

 

(d)

Adjustments to Series A Preferred.

 

	i.	Adjustment for Reclassification, Exchange and Substitution. If the Common Stock issuable on the conversion of Series A Preferred Stock shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification, or otherwise, then and in each such event the holder of each share of Series A Preferred Stock shall have the right thereafter to convert such share into the kind and amount of shares of stock and other securities and property receivable on such reorganization, reclassification or other change, by holders of the number of shares of Common Stock into which such shares of Series A Preferred Stock might have been converted immediately before such reorganization, reclassification, or change.
	ii.	Sales, Reorganizations, Mergers or Consolidations. In case of any consolidation or merger of the Corporation with or into another entity, the sale, transfer or other disposition of all or substantially all of the assets of the Corporation to another person or the sale, transfer or other disposition of securities of the Corporation representing 50% or more of the combined voting power of the then outstanding securities of the Corporation, each share of Series A Preferred Stock shall thereafter be convertible into the kind and amount of shares of stock or other securities or property that a holder of the number of shares of Common Stock of the Corporation deliverable on conversion of Series A Preferred Stock would have been entitled on such consolidation, merger or sale on the same basis as set forth herein.

 

(e)

Conversion Limitations. In no event shall the Holder, or any future Holder, be entitled to convert any portion of the Series A Preferred in excess of that portion of the Series A Preferred upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Series A Preferred or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion of exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of the Series A Preferred with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company at any given time. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder.

 

SECTION 6. VOTING. Except as otherwise provided herein or as otherwise required by law, the Series A Preferred shall have no voting rights. However, as long as any shares of Series A Preferred are outstanding, the Company shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series A Preferred, (a) alter or change adversely the powers, preferences or rights given to the Series A Preferred, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (c) increase the number of authorized shares of Series A Preferred, or (d) enter into any agreement with respect to any of the foregoing.

 

SECTION 7. REDEMPTION. The Series A Preferred Stock shall have no redemption rights.

 

 

SECTION 8. PROTECTIVE PROVISIONS. So long as any shares of Series A Preferred Stock are outstanding, this Company shall not without first obtaining the approval (by written consent, as provided by law or otherwise) of the holders of a majority of the then outstanding shares of Series A Preferred Stock, voting together as a class:

 

(a) Increase or decrease the total number of authorized shares of Series A Preferred Stock;

 

(b) Effect an exchange, reclassification, or cancellation of all or a part of the Series A Preferred Stock, but excluding a stock split or reverse stock split of the Company’s Common Stock or Series A Preferred Stock, which such reverse split of the Company’s Common Stock reducing the conversion ratio of the Series A Preferred Stock proportionately (i.e. if the Company does a 10:1 reverse split the conversion ratio of the Series A Preferred Stock would be reduced from 1,000:1 to 100:1);

 

(c) Effect an exchange, or create a right of exchange, of all or part of the shares of another class of shares or other securities into shares of Series A Preferred Stock; or

 

(d) Alter or change the rights, preferences or privileges of the shares of Series A Preferred Stock so as to affect adversely the shares of such series, including the rights set forth in this Designation.

 

For clarification, issuances of additional authorized shares of Series A Preferred under the terms herein shall not require the authorization or approval of the existing shareholders of Series A Preferred Stock.

 

PROVIDED, HOWEVER, that the Company may, by any means authorized by law and without any vote of the Holders of shares of the Series A Preferred Stock, make technical, corrective, administrative or similar changes in this Statement of Designations that do not, individually or in the aggregate, adversely affect the rights or preferences of the Holders of shares of the Series A Preferred Stock. The Company may also designate and issue additional series of preferred stock from time to time in the sole discretion of the Company’s Board of Directors, which such rights, privileges, preferences and limitations shall be determined by the Company’s Board of Directors in its sole discretion, and which designations and issuances shall not require the approval of the holders of the Series A Preferred Stock.

 

SECTION 9. PREEMPTIVE RIGHTS. Holders of Series A Preferred Stock and holders of Common Stock shall not be entitled to any preemptive, subscription or similar rights in respect to any securities of the Company, except as specifically set forth herein or in any other document agreed to by the Company.

 

SECTION 10. REPORTS. The Company shall mail to all holders of Series A Preferred Stock those reports, proxy statements and other materials that it mails to all of its holders of Common Stock.

 

SECTION 11. NOTICES. In addition to any other means of notice provided by law or in the Company’s Bylaws, any notice required by the provisions of this Designation to be given to the holders of Series A Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each Holder of record at such Holder’s address appearing on the books of the Company.

 

SECTION 12. MISCELLANEOUS.

 

(a) The headings of the various sections and subsections of this Certificate of Designation are for convenience of reference only and shall not affect the interpretation of any of the provisions of this Certificate of Designation.

 

(b) Whenever possible, each provision of this Certificate of Designation shall be interpreted in a manner as to be effective and valid under applicable law and public policy. If any provision set forth herein is held to be invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions of this Certificate of Designation. No provision herein set forth shall be deemed dependent upon any other provision unless so expressed herein. If a court of competent jurisdiction should determine that a provision of this Certificate of Designation would be valid or enforceable if a period of time were extended or shortened, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.

 

 

(c) The Company will provide to the Holders of the Series A Preferred Stock all communications sent by the Company to the holders of the Common Stock.

 

(d) Except as may otherwise be required by law, the shares of the Series A Preferred Stock shall not have any powers, designations, preferences or other special rights, other than those specifically set forth in this Certificate of Designations.

 

(e) Shares of Common Stock converted into Series A Preferred Stock shall be retired and canceled and shall have the status of authorized but unissued shares of Common Stock of the Company undesignated and may with any and all other authorized but unissued shares of Common Stock of the Company be designated or re-designated and issued or reissued.

 

(f) Notwithstanding the above terms and conditions of this Designation, the Liquidation Preference and the dollar amounts and share numbers set forth herein shall be subject to adjustment, as appropriate, whenever there shall occur a stock split, stock dividend, combination, reclassification or other similar event involving shares of the Series A Preferred Stock. Such adjustments shall be made in such manner and at such time as the Board of Directors in good faith determines to be equitable in the circumstances, any such determination to be evidenced in a resolution duly adopted by the Board of Directors. Upon any such equitable adjustment, the Company shall promptly deliver to each Holder a notice describing in reasonable detail the event requiring the adjustment and the method of calculation thereof and specifying the increased or decreased Liquidation Preference following such adjustment.

 

(g) With respect to any notice to a Holder required to be provided hereunder, such notice shall be mailed to the registered address of such Holder, and neither failure to mail such notice, nor any defect therein or in the mailing thereof, to any particular Holder shall affect the sufficiency of the notice or the validity of the proceedings referred to in such notice with respect to the other Holders or affect the legality or validity of any redemption, distribution, rights, warrant, reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation, winding-up or other action, or the vote upon any action with respect to which the Holders are entitled to vote. All notice periods referred to herein shall commence on the date of the mailing of the applicable notice. Any notice which was mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Holder receives the notice.

 

IN WITNESS WHEREOF, the Company has caused this Designation to be duly executed by its CEO and Director this 16th day of August, 2024

 

	BioQuest Corp.
	/s/ Thomas Hemingway
	Thomas Hemingway, CEO and Director

 

 

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