Avant Diagnostics, Inc Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2019-04-09: Form 8-K; Period of report 2019-04-03; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2019-03-26: Form 8-K; Period of report 2019-02-08; Description 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
- 2019-02-06: Form 8-K; Period of report 2018-10-17; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; Details 1.01.
- 2018-09-24: Form 8-K; Period of report 2018-09-24; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2019-04-09 | 8-K | 2019-04-03 | 1.01 Entry into a Material Definitive Agreement | 1.01 Between April 3 and April 5, 2019, Avant Diagnostics, Inc. (the “Company”) entered into securities purchase agreements (the “Series D Purchase Agreement”) with accredited investors (the “Series D Investors”) pursuant to which the Company sold an aggregate of one hundred thousand (100,000) shares of its series D convertible preferred stock (the “Series D Preferred Stock”) for aggregate gross proceeds of $100,000. | form8-k.htm |
| 2019-03-26 | 8-K | 2019-02-08 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 On February 8, 2019, Avant Diagnostics, Inc. (the “Company”) entered into a securities purchase agreement (collectively, the “Series A Purchase Agreement”) with Infusion 51a, L.P., an entity controlled by Jeff Stephens and Scott VanderMeer, a director and interim chief financial officer of the Company, respectively (“Infusion”), pursuant to which the Company sold an aggregate of thirty-five thousand (35,000) shares of its series A convertible preferred stock (the “Series A Preferred Stock”) for aggregate gross proceeds of $35,000. 5.03 On March 14, 2019, the Company filed a Certificate of Designation of Preferences, Rights and Limitations for the Series D Preferred Stock with the Secretary of State of the State of Nevada (the “Series D Certificate of Designation”). | form8-k.htm |
| 2019-02-06 | 8-K | 2018-10-17 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 On each of October 17, 2018, October 26, 2018, November 26, 2018, December 19, 2018 and December 31, 2018, Avant Diagnostics, Inc. (the “Company”) entered into securities purchase agreements (collectively, the “Series A Purchase Agreement”) with accredited investors (the “Investors”), pursuant to which the Company sold an aggregate of two hundred and twenty-thousand (220,000) shares of its series A convertible preferred stock (the “Series A Preferred Stock”) for aggregate gross proceeds of $220,000. 2.03 On January 31, 2019, the Company sold a secured convertible promissory note with an aggregate face amount of $125,000 for an aggregate purchase price of $100,000 (the “Note”). 3.02 The description under Item 1.01 is incorporated herein by reference. | form8-k.htm |
| 2018-09-24 | 8-K | 2018-09-24 | 8.01 Other Events | 8.01 On September 24, 2018, Avant Diagnostics, Inc. (the “Company”) issued a press release to provide comments regarding the trading halt of its common stock. | form8-k.htm |
| 2018-09-14 | 8-K | 2018-09-10 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 3.02 On September 10, 2018, Avant Diagnostics, Inc. (the “Company”) entered into securities purchase agreements (collectively, the “Series A Purchase Agreement”) with accredited investors (the “Investors”), pursuant to which the Company sold an aggregate of one hundred thousand (100,000) shares of its series A convertible preferred stock (the “Series A Preferred Stock”) for aggregate gross proceeds of $100,000. | f8k091018_avantdiagnostics.htm |
| 2018-08-28 | 8-K | 2018-08-20 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 On August 20, 2018 (the “Effective Date”), Avant Diagnostics, Inc. (the “Company”) entered into securities purchase agreements (collectively, the “Series A Purchase Agreement”) with accredited investors (the “August 2018 Investors”), including pursuant to which the Company sold an aggregate of three hundred and eighty thousand (380,000) shares of its series A convertible preferred stock (the “Series A Preferred Stock”) for aggregate gross proceeds of $380,000. 5.02 On August 28, 2018, the Company appointed Dr. Rajesh Shrotriya MD as a director, effective immediately. 5.03 On August 24, 2018, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series C Preferred Stock with the Secretary of State of the State of Nevada (the “Series C Certificate of Designation”). | f8k082018_avantdiagnos.htm |
| 2018-06-14 | 8-K | 2018-06-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 9, 2018, Avant Diagnostics, Inc. (the “Company”) appointed Henry Cole as a director of the Company, effective immediately. | f8k060918_avantdiagnostics.htm |
| 2018-06-13 | 8-K/A | 2018-05-25 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 On May 25, 2018 (the “Effective Date”), Avant Diagnostics, Inc. (the “Company”) entered into securities purchase agreements (collectively, the “Purchase Agreement”) with accredited investors (the “Investors”) pursuant to which the Company sold an aggregate of six hundred and fifty thousand (650,000) shares of its series A convertible preferred stock for aggregate gross proceeds of $650,000 (the “Series A Preferred Stock”). 5.01 On the Effective Date, the Company sold an aggregate of 650,000 shares of Series A Preferred Stock to the Investors for cash consideration of $650,000 from personal funds of the Investors and the exchange of an aggregate amount owed under existing indebtedness, which was equal to $516,155 (the “Transaction”). 5.02 On the Effective Date, the Company appointed Dr. Mick Ruxin as the Company’s President and Chief Executive Officer, effective immediately. 5.03 On May 25, 2018, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock with the Secretary of State of the State of Nevada (the “Series A Certificate of Designation”). | f8k052518a1_avantdiagnostics.htm |
| 2018-05-25 | 8-K | 2018-05-25 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 On May 25, 2018 (the “Effective Date”), Avant Diagnostics, Inc. (the “Company”) entered into securities purchase agreements (collectively, the “Purchase Agreement”) with accredited investors (the “Investors”) pursuant to which the Company sold an aggregate of six hundred and fifty thousand (650,000) shares of its series A convertible preferred stock for aggregate gross proceeds of $650,000 (the “Series A Preferred Stock”). 5.01 On the Effective Date, the Company sold an aggregate of 650,000 shares of Series A Preferred Stock to the Investors for cash consideration of $650,000 from personal funds of the Investors and the exchange of an aggregate amount owed under existing indebtedness, which was equal to $516,155 (the “Transaction”). 5.02 On the Effective Date, the Company appointed Dr. Mick Ruxin as the Company’s President and Chief Executive Officer, effective immediately. 5.03 On May 25, 2018, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock with the Secretary of State of the State of Nevada (the “Series A Certificate of Designation”). | f8k052518_avantdiagnostics.htm |
| 2018-04-06 | 8-K | 2018-03-30 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities | 3.02 On March 30, 2018, Avant Diagnostics, Inc. entered into an Asset Purchase Agreement (the "Purchase Agreement") with Amarantus Bioscience Holdings, Inc., a Nevada corporation ("AMBS") pursuant to which the Company sold all intellectual property related to its MSPrecise®, Lympro®, and NuroPro® assets to AMBS in exchange for, among other things, the following: (i) cancellation of all principal, interest and other amounts owed to AMBS pursuant to those certain promissory notes issued on February 28, 2016 (which was assumed by the Company in connection with that certain asset purchase agreement, dated May 11, 2016, by and between the Company and Theranostics Health, Inc.) and March 7, 2016 (of which $100,000 has been paid to date), (ii) assumption by AMBS of $322,500 of contingent liabilities assumed by the Company pursuant to the terms of that certain share exchange agreement, dated May 11, 2016, by and between the Company and AMBS (the “Exchange Agreement”), (iii) the issuance by AMBS of 1,000,000 shares of its common stock to the Company, subject to a lock-up period substantially similar to the lock-up period described below and (iv) the issuance of approximately 30,092,743 shares by the Company to AMBS in satisfaction of all remaining amounts owed to AMBS pursuant to the terms of the Exchange Agreement, subject to the lockup period described below (the “Transaction”). | f8k033018_avantdiagnostics.htm |
| 2018-01-04 | 8-K | 2017-12-22 | 8.01 Other Events | 8.01 On December 22, 2017, Avant Diagnostics, Inc. (the “Company”) entered into a term sheet with Amarantus Bioscience Holdings, Inc. (“AMBS”), pursuant to which the Company would transfer all intellectual property related to its MSPrecise®, Lympro®, and NuroPro® assets to AMBS in exchange for the following: (i) cancellation of all principal, interest and other amounts owed on those certain promissory notes issued on February 28, 2016 (which was assumed by the Company in connection with that certain asset purchase agreement, dated May 11, 2016, by and between the Company and Theranostics Health, Inc.) and March 7, 2016 (of which $100,000 has been paid to date), (ii) assumption by AMBS of any remaining contingent liability assumed by the Company pursuant to the terms of that certain share exchange agreement, dated May 11, 2016, by and between the Company and AMBS (the “Exchange Agreement”)), of which approximately $322,500 is currently outstanding, (iii) the issuance by AMBS of 1,000,000 shares of its common stock to the Company, subject to a 24 month lock-up period and (iv) the issuance of approximately 30,092,743 shares by the Company to AMBS in satisfaction of all remaining amounts owed to AMBS pursuant to the terms of the Exchange Agreement, subject to a 24 month lock-up period (the “Transaction”). | f8k122217_avantdiagnostics.htm |
| 2017-12-18 | 8-K | 2017-12-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 4, 2017, Avant Diagnostics, Inc. (the “Company”) accepted the resignation of Philippe Goix as the Company’s chief executive officer and director, effective immediately. | f8k120417_avantdiagnostics.htm |
| 2017-11-28 | 8-K/A | 2017-11-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 7, 2017, the Board of Directors of Avant Diagnostics, Inc. (the “Company”) appointed Robert Trapp as a director of the Company, effective immediately, to hold office until the next annual meeting of shareholders and until his successor is duly elected and qualified or until his resignation or removal. | f8k110717a1_avantdiag.htm |
| 2017-11-22 | 8-K | 2017-11-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 7, 2017, the Board of Directors of Avant Diagnostics, Inc. (the “Company”) appointed Robert Trapp as Director to hold office until the next annual meeting of shareholders and until his successor is duly elected and qualified or until his resignation or removal. | avdx_8k.htm |
| 2017-09-28 | 8-K | 2017-09-27 | 7.01 Regulation FD Disclosure | 7.01 On September 27, 2017, Avant Diagnostics, Inc. (the “Company”) issued a press release providing an update to shareholders, a copy of which is attached hereto as Exhibit 99.1. | f8k092717_avantdiagnostics.htm |
| 2017-09-26 | 8-K | 2017-06-19 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 On June 19, 2017, the Company entered into a securities purchase agreement (the “Agreement”) with an accredited investor (the “June 2017 Investor”) pursuant to which the June 2017 Investor purchased a Senior Secured Convertible Note for an aggregate purchase price of $25,000 (the “June 2017 Note”). 5.02 On June 20, 2017, the board of directors of the Company added Philippe Goix, PhD, MBA as chief executive officer of the Company, effective immediately. 5.03 On September 13, 2017, the Company filed a Certificate of Withdrawal of Certificate of Designations (the “Certificate of Withdrawal”) with the Nevada Secretary of State. 8.01 On or about September 16, 2016, Memory DX, LLC (“MDX”) filed a lawsuit against Amarantus Biosciences Holdings, Inc. (“AMBS”), Amarantus Bioscience Holdings, Inc., Amarantus Diagnostics, Inc., the Company and Avant Diagnostics Acquisition Corporation, et al (collectively the “Defendants”) in the Superior Court of the State of Arizona, County of Maricopa (Case Number CV2016-015026) (the “AZ Court”). | f8k061917_avantdiagnostics.htm |
| 2017-08-31 | 8-K | 2017-08-25 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On August 25, 2017, the board of directors of Avant Diagnostics, Inc. (the “Company”) dismissed Marcum LLP (“Marcum”) as the independent registered public accounting firm for the Company and its subsidiaries, effective immediately. | f8k082517_avantdiagnostics.htm |
| 2017-07-24 | 8-K | 2017-07-21 | 7.01 Regulation FD Disclosure | 7.01 Avant Diagnostics, Inc. (the “Company”) intends to use an updated investor presentation to conduct meetings with investors, stockholders and analysts and at investor conferences, and which the Company intends to place on its website, which may contain non-public information. | avdx_8k.htm |
| 2017-06-21 | 8-K | 2016-10-28 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Between October 28, 2016 and November 7, 2016, Avant Diagnostics, Inc. (the “Company”) entered into a various convertible promissory notes (collectively, the “Oct 2016 Notes”) with accredited investors (the “October 2016 Investors”) pursuant to which the October 2016 Investors purchased an aggregate principal amount of $65,000 of Convertible Promissory Notes for an aggregate purchase price of $65,000 (the “October 2016 Financing”). 5.02 On June 19, 2017, the board of directors of the Company appointed Jeff Stephens as a director of the Company, effective immediately. 5.03 On January 27, 2017, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Preferred Stock with the Secretary of State of the State of Nevada (the “Certificate of Designation”). | avdx_8k.htm |
| 2016-11-08 | 8-K | 2016-11-01 | 8.01 Other Events | 8.01 On October 18, 2016 the Company entered into an engagement agreement with the investment bank of Dominick and Dickerman, LLC for purposes of assisting the Company in its’ efforts to list on a national stock exchange. | avdx_8k.htm |
| 2016-07-11 | 8-K | 2016-07-05 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth under Item 1.01 above with respect to the Financing is incorporated herein by reference. 3.02 The information set forth under Item 1.01 above with respect to the issuance of the sale of Notes to the investors pursuant to the Purchase Agreement is incorporated herein by reference. | avdx_8k.htm |
| 2016-05-17 | 8-K | 2016-05-11 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 2.01 On May 11, 2016 (the "Effective Date"), Avant Diagnostics, Inc. (the "Company") entered into a Share Exchange Agreement (the "Exchange Agreement") among the Company, Amarantus Diagnostics, Inc., a Delaware corporation ("AMDX") and Amarantus Biosciences Holdings, Inc., a Delaware corporation (the "Shareholder"). 2.03 The information reported above under Item 1.01 of this Current Report on Form 8-K regarding the Note is incorporated herein by reference. 3.02 The information reported above under Item 1.01 of this Current Report on Form 8-K regarding the AMDX Consideration, the Note and the THI Consideration is incorporated herein by reference. 5.02 On the Effective Date, the board of directors of the Company appointed Gerald Commissiong as a director of the Company, effective immediately. 8.01 On May 11, 2016, the Company issued a press release announcing the AMBS Acquisition and the THI Acquisition. | advx_8k.htm |
| 2016-03-11 | 8-K | 2016-03-08 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 2.03 On March 8, 2016, Avant Diagnostics, Inc. (the "Company") issued a convertible promissory note to Amarantus Bioscience Holdings, Inc. (the "Investor") pursuant to which the Investor purchased a note with aggregate principal amount of $100,000 for an aggregate purchase price of $100,000 (the "Note"). | advx_8k.htm |
| 2016-01-27 | 8-K | 2016-01-19 | 8.01 Other Events | advx_8k.htm | |
| 2016-01-12 | 8-K | 2016-01-05 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 On January 5, 2016 (the "Closing Date"), Avant Diagnostics, Inc. (the "Company") entered into a securities purchase agreement (the "Agreement") with St. George Investments LLC (the "Investor") pursuant to which the Investor purchased a note with aggregate principal amount of $112,500 for an aggregate purchase price of $100,000 (the "Note"). | avdx_8k.htm |
| 2015-05-06 | 8-K | 2015-05-04 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On May 4, 2015, Avant Diagnostics, Inc. (the “Company”) dismissed LBB & Associates Ltd., LLP (“LBB”) as the independent registered public accounting firm for the Company and its subsidiaries, effective immediately. | avdx_8k.htm |
| 2015-04-17 | 8-K | 2015-04-10 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 As previously reported in Avant Diagnostics, Inc.’s (f/k/a American Liberty Petroleum Corp.) (the “Company”) Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 14, 2015, as amended January 16, 2015 (the “Form 8-K”), effective December 29, 2014, Avant Diagnostics, Inc. (“Avant-NV”) merged with and into a wholly-owned subsidiary of the Company (the “Merger”). 8.01 On April 15, 2015, the Company issued a press release announcing that it has engaged the professional services of DOCRO, Inc. (“DOCRO”) to manage the preparation and the submission of the pre-submission package for OvaDx® and to conduct the negotiation with the U.S. Food and Drug Administration (“FDA”) office for the process for obtaining a 510(k) clearance of the OvaDx® device intended for use as an aid in monitoring women diagnosed with ovarian cancer. | oreo_8k.htm |
| 2015-03-10 | 8-K/A | 2015-03-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective March 2, 2015, stockholders holding not less than two-thirds of the voting power of the issued and outstanding stock entitled to vote of Avant Diagnostics, Inc. (the “Company”) exercised the authority provided by Nevada Revised Statutes 78.335 to realign the board of directors by voting to remove Robert C. Rhodes and Steven M. Plumb as directors of the Company, effective immediately. | oreo_8ka.htm |
| 2015-03-02 | 8-K | 2015-03-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective March 2, 2015, stockholders holding not less than two-thirds of the voting power of the issued and outstanding stock entitled to vote of Avant Diagnostics, Inc. (the “Company”) exercised the authority provided by Nevada Revised Statutes 78.335 to realign the board of directors by voting to remove Robert C. Rhodes and Steven M. Plumb as directors of the Company, effective immediately. | oreo_8k.htm |
| 2015-02-20 | 8-K | 2015-02-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Arrangements of Certain Officers. | oreo_8k.htm |
| 2015-01-16 | 8-K/A | 2014-12-29 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into Material Definitive Agreement. 2.01 Effective December 29, 2014, we completed the acquisition, as agreed in the definitive Agreement and Plan of Reorganization, of 100% of the outstanding equity interests of Avant Diagnostics, Inc. (“Avant”) Avant Diagnostics, Inc. merged with Avant Acquisition Corp., a wholly owned subsidiary of the Company. 3.02 Effective October 1, 2014 we issued a total of three million Common Stock shares, ratably, to three major shareholders in exchange for 68,469,993 outstanding Common Stock shares that were cancelled and returned to the status of authorized and unissued shares. | americanliberty_8ka.htm |
| 2015-01-14 | 8-K | 2014-12-29 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into Material Definitive Agreement. 2.01 Effective December 29, 2014, we completed the acquisition, as agreed in the definitive Agreement and Plan of Reorganization, of 100% of the outstanding equity interests of Avant Diagnostics, Inc. (“Avant”) Avant Diagnostics, Inc. merged with Avant Acquisition Corp., a wholly owned subsidiary of the Company. 3.02 Effective October 1, 2014 we issued a total of three million Common Stock shares, ratably, to three major shareholders in exchange for 68,469,993 outstanding Common Stock shares that were cancelled and returned to the status of authorized and unissued shares. | americanliberty_8k.htm |
| 2014-12-30 | 8-K | 2014-12-29 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Effective December 29, 2014, American Liberty Petroleum Corp. (the “Company”) entered into a Directors, Officers and Consultants Stock Option, Stock Warrant and Stock Award Plan (the “Plan”), attached as Exhibit 9.01.1. 3.02 In connection with the employment and consulting contracts described in Item 1.01, we issued Robert C. Rhodes and his consulting firm Rhodes Holdings LLC thirty four million (34,000,000) shares of the Company’s Common Stock and Steven M. Plumb, CPA and his consulting firm Clear Financial Solutions, Inc. thirty four million (34,000,000) shares of the Company’s Common Stock. | amerliberty_8k-122914.htm |
| 2014-10-03 | 8-K/A | 2014-09-10 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 Effective October 1, 2014 we issued a total of three million Common Stock shares, ratably, to three major shareholders in exchange for 68,469,993 outstanding Common Stock shares that were cancelled and returned to the status of authorized and unissued shares. | amerliberty_8k-100314.htm |
| 2014-10-02 | 8-K | 2014-09-10 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 Effective October 1, 2014 we issued a total of three million Common Stock shares, ratably, to three major shareholders in exchange for 68,469,993 outstanding Common Stock shares that were cancelled and returned to the status of authorized and unissued shares. | oreo_8k-091014.htm |
| 2014-09-15 | 8-K | 2014-09-10 | 3.02 Unregistered Sales of Equity Securities | 3.02 American Liberty Petroleum Corp., a Nevada publicly traded company (herein referred to as “the Company”, “We”, and “Our”), signed a Letter of Intent to acquire Avant Diagnostics Inc., a Nevada corporation with headquarters at 8561 East Anderson Drive, Suite 104, Scottsdale, AZ 85255 (herein referred to as “Avant’) on September 1st, 2014. | americanliberty_8k.htm |
| 2013-03-18 | 8-K | 2013-03-14 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 In consideration for its agreement to transfer of the Leases under the Purchase Agreement, the Company received a two percent (2%) overriding royalty interest in and to each of the Leases (the “2% ORRI”). | v338529_8k.htm |
| 2012-05-03 | 8-K | 2012-04-27 | 3.02 Unregistered Sales of Equity Securities | 3.02 On April 27, 2012, American Liberty Petroleum Corp. (the “Company”) completed a private placement (the “Private Placement”) of 198,413 Units to New World Petroleum Investments, Inc. (“New World”). | v311818_8k.htm |
| 2012-04-12 | 8-K | 2012-04-11 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | v309198_8k.htm |
| 2011-09-22 | 8-K | 2011-02-15 | 5.06 Change in Shell Company Status | 5.06 The Company’s Annual Report on Form 10-K, filed on February 15, 2011, indicated that the Company was no longer a “shell company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. | v235561_8k.htm |
| 2011-07-01 | 8-K | 2011-06-27 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | v227687_8k.htm |
| 2011-04-25 | 8-K | 2011-04-13 | 3.02 Unregistered Sales of Equity Securities | 3.02 On April 13, 2011, American Liberty Petroleum Corp. (the “Company”) entered into a Contribution Agreement (the “Contribution Agreement”) with New World Petroleum Investments (“New World”), pursuant to which New World contributed to the Company four Promissory Notes (the “Notes”) further described below, and in exchange received 10,500,000 shares of the Common Stock, $0.00001 par value, of the Company (the “Contribution Shares”) and Warrants to purchase 10,500,000 shares of Common Stock (the “Contribution Warrants”). | v219585_8k.htm |
| 2011-04-01 | 8-K | 2011-03-28 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 On March 28, 2011, American Liberty Petroleum Corp. (the “Company”) and Keyser Resources, Inc., a Nevada corporation (“Keyser”), extended the maturity dates of four Promissory Notes that the Company had executed in favor of Keyser. | v217293_8k.htm |
| 2011-03-21 | 8-K | 2011-03-18 | 1.02 Termination of a Material Definitive Agreement | 1.02 On March 18, 2011, American Liberty Petroleum Corp. (the “Company”) executed a Termination Agreement by and among the Company, Keyser Resources, Inc., a Nevada corporation (“Keyser”), and True American Energy Corporation, a Nevada corporation (“TAEC”), the Company’s wholly-owned subsidiary, which terminated the Agreement and Plan of Merger dated as of January 24, 2011 (the “Merger Agreement”) between the Company, TAEC and Keyser. | v215395_8k.htm |
| 2011-03-04 | 8-K | 2011-02-28 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 On February 28, 2011, American Liberty Petroleum Corp. (the “Company”) and Keyser Resources, Inc., a Nevada corporation (“Keyser”), extended the maturity dates of two Promissory Notes that the Company had executed in favor of Keyser. | v213536_8k.htm |
| 2011-01-27 | 8-K | 2011-01-24 | 1.01 Entry into a Material Definitive Agreement; 5.07 Submission of Matters to a Vote of Security Holders | 1.01 Entry into a Material Definitive Agreement. 5.07 The Board of Directors of the Company (the “Board”), acting by unanimous written consent dated as of January 24, 2011, approved the Merger of TAEC with and into Keyser, with Keyser being the surviving corporation, upon terms and conditions set forth in the Merger Agreement. | v209100_8k.htm |
| 2011-01-11 | 8-K | 2011-01-07 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 On January 7, 2011, American Liberty Petroleum Corp. (the “Company”) borrowed $200,000 from Keyser Resources, Inc., a Nevada corporation (“Keyser”). | v207852_8k.htm |
| 2010-12-09 | 8-K | 2010-12-06 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 On December 6, 2010, American Liberty Petroleum Corp. (the “Company”), borrowed $290,000 from Keyser Resources, Inc., a Nevada corporation (“Keyser”). | v205098_8k.htm |
| 2010-10-26 | 8-K | 2010-10-23 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | v199981_8k.htm |
| 2010-06-30 | 8-K | 2010-06-24 | 8.01 Other Events | 8.01 On June 24, 2010, American Liberty Petroleum Corp. (the “Company”) received approval from FINRA to proceed with a 70:1 forward split of its Common Stock (the “Stock Split”) and a change of the Company’s name to American Liberty Petroleum Corp. Consistent with the approval by FINRA, the Stock Split will be made effective June 25, 2010. | v189466_8k.htm |
| 2010-06-07 | 8-K | 2010-05-25 | 3.02 Unregistered Sales of Equity Securities | 3.02 On May 25, 2010, Oreon Rental Corporation (the “Company”) agreed to issue 31,250 shares (the “Shares”) of Common Stock, $0.00001 par value per share, of the Company (“Common Stock”) to New World Petroleum Corp. (“New World”). | v187608_8k.htm |
| 2010-05-24 | 8-K | 2010-05-19 | 5.01 Changes in Control of Registrant; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.01 On May 24, 2010, Alvaro Vollmers transferred 1,400,000 shares of Common Stock, $0.00001 par value (the “Common Stock”) to the Company. 5.03 On May 19, 2010, Alvaro Vollmers, the sole director of the Company and the stockholder holding at least a majority of the issued and outstanding shares of the Company, acting by written consent, approved Amended and Restated Articles of Incorporation. | v186398_8k.htm |
| 2010-05-17 | 8-K | 2010-05-17 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Definitive Agreement. | v185559_8-k.htm |
| 2010-05-10 | 8-K | 2010-05-04 | 5.01 Changes in Control of Registrant | 5.01 On May 4, 2010, Dzvenyslava Protskiv transferred 1,550,000 shares of the Common Stock, $0.00001 par value per share (“Common Stock”), of Oreon Rental Corporation, a Nevada corporation (the “Company”), to Alvaro Vollmers for cash consideration of $155.00, pursuant to a stock purchase agreement. | v184222_8k.htm |
| 2010-05-04 | 8-K | 2010-04-30 | 3.02 Unregistered Sales of Equity Securities | 3.02 On April 30, 2010, Oreon Rental Corporation, a Nevada corporation (the “Company”), completed a private placement to one investor of 75,000 units at a price of $4.00 per unit for total proceeds of $300,000. | v183409_8k.htm |
| 2010-02-11 | 8-K/A | 2010-01-26 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On January 27, 2010, Alvaro Vollmers (“Vollmers”), the President of Oreon Rental Corporation, a Nevada corporation (“Oreon”), notified M&K CPAS, PLLC, independent registered public accounting firm (“M&K”), that Oreon had decided to dismiss M&K as its principal accountants. | v174016_8ka.htm |
| 2010-02-01 | 8-K | 2010-01-26 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On January 27, 2010, Alvaro Vollmers ("Volmers"), the President of Oreon Rental Corporation, a Nevada corporation (“Oreon”), notified M&K CPAS, PLLC, independent registered public accounting firm (“M&K”), that Oreon had decided to dismiss M&K as its principal accountants. | v172846_8k.htm |
| 2010-01-07 | 8-K | 2010-01-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.02 Effective January 4, 2010, Dzvenyslava Protskiv resigned from her positions as President, Treasurer, and the sole member of the Board of Directors of Oreon Rental Corporation, a Nevada corporation (“Oreon”). 5.03 As authorized by Article X.02 of the Bylaws of the Oreon, the sole director amended Article III of the Bylaws in a written consent executed by the sole director in lieu of a special meeting. | v170688_8k.htm |