Item
5.01 Changes in Control of Registrant
See
the disclosure set forth under Item 2.01 which is incorporated herein by reference.
As
a result of the share exchange, the Notox Shareholders collectively acquired 100,000,000 shares of the Company common stock, or
approximately 52.5% of the total voting power of all of the Company’s outstanding voting securities on a fully converted
basis. Those shareholders assumed control from the holders of the issued and outstanding preferred stock of Subco, and in particular,
John Marmora, who owns 32,093,377 preferred shares of Subco, each of which is exchangeable for one share of our common stock subject
to certain restrictions.
To
the Company’s knowledge, there are no arrangements, including any pledge by any person of the Company’s securities,
the operation of which may at a subsequent date result in a change in control.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
On
the Closing Date, John Marmora submitted his resignation as the Chief Executive Officer of the Company and Zoran Konević,
the sole officer and director of both Notox and ZHC, and one of the Notox Shareholders, was appointed to fill the resulting vacancy.
On the Closing Date, Mr. Konević was also appointed as a director of the Company.
Mr.
Marmora’s resignation was not due to any disagreement with the Company regarding its operations, policies, practices or
otherwise, and he will continue to serve as the Company’s President, Secretary, Treasurer and director.
Zoran
Konević – Chief Executive Officer, Director
Mr.
Konević, age 57, is an independent consultant who, through his various holding companies, including ZHC and ZKC, has been
investing in early stage businesses in a variety of industries for over 30 years. Those industries range from manufacturing and
technology to licensing and bioscience. In addition to providing capital, Mr. Konević’s participation has included
creating strategic marketing themes, securing distribution channels and using international relations to benefit the subject entities.
Mr.
Konević’s diverse investment portfolios and experience lead to the conclusion that he should serve as a director of
the Company. His current qualifications range from managing all faucets of a business to product development, marketing, distribution
and international relations, among others.
Mr.
Konević has not been a director of any company with a class of securities registered pursuant to section 12 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or subject to the requirements of section 15(d) of the Exchange
Act, or any company registered as an investment company under the Investment Company Act of 1940, during the past five years.
There
are no family relationships between Mr. Konević and any director, executive officer or person nominated or chosen by the
Company to become a director or executive officer, and other than as described elsewhere in this current report on Form 8-K, Mr.
Konević was not selected to be a director of the Company pursuant to any arrangement or understanding with any person.
On
the Closing Date, we entered into a consulting agreement with ZKC (the “Consulting Agreement”) pursuant to which we
engaged Mr. Konević, through ZKC, to act as our Chief Executive Officer for a period of 10 years, with successive automatic
renewal periods of two years. Pursuant to the Consulting Agreement, we agreed to pay ZKC an aggregate amount of $125,000 per annum
plus tax on a bi-monthly basis and grant certain cash and equity bonuses to ZKC upon the achievement of certain milestones. The
form of consulting agreement is included as Appendix 2 to the Share Exchange Agreement, a copy of which is filed as Exhibit 10.3
hereto.