HFactor, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-07-19: Form 8-K; Period of report 2022-07-22; Description 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 4.01 Changes in Registrant's Certifying Accountant; 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; Details 1.01.
- 2023-10-13: Form 8-K; Period of report 2023-08-15; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2021-11-18: Form 8-K; Period of report 2021-11-18; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; Details 5.03.
- 2021-10-12: Form 8-K; Period of report 2021-10-08; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-07-19 | 8-K | 2022-07-22 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 4.01 Changes in Registrant's Certifying Accountant; 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 | 1.01 On July 22, 2022, the Company entered into a Memorandum of Understanding (“MOU”) with Bearface LLC. 3.02 From July 2022 through the date of this filing, the Company has issued (or accrued an obligation to issue) 2,000 shares of Series D Preferred Stock and 1,933,333 shares of Common Stock as compensation for services rendered by consultants/advisors. 4.01 In 2021, the Company engaged Bolko & Company (“Bolko”) as its new independent accountant. 5.01 On July 22, 2022, Gail Levy, the holder of 850,000 shares of Series C Preferred Stock and the controlling shareholder of the Company, appointed Dawn Cames as the principal financial officer of the Company and as a member of the Company’s board of directors. 5.02 - James C. Sanborn (COO, Director) and Leonard Klingbaum (Director) resigned from all officer and director positions held within the Company. | hfactor_8k.htm |
| 2023-10-13 | 8-K | 2023-08-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective August 15, 2023, the Board of Directors appointed Chi Hua (Mike) Lee to serve as its Chief Operating Officer. | hfactor_8k.htm |
| 2021-11-18 | 8-K | 2021-11-18 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 5.03 Effective November 8, 2021, Ficaar, Inc., a Georgia corporation (the "Company") filed Articles of Amendment to its Articles of Incorporation to change the name of the Company to HFactor, Inc (the "Name Change"). 7.01 The Name Change was declared effective by FINRA on November 12, 2021. | hfactor_8k.htm |
| 2021-10-12 | 8-K | 2021-10-08 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | ficaar_8k.htm |
| 2021-08-11 | 8-K | 2021-08-09 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status | 1.01 The information contained in Item 2.01 below relating to the various agreements described therein is incorporated herein by reference. 2.01 On August 6, 2021, the Company, Merger Sub, and Target entered into an Agreement and Plan of Merger (the "Merger Agreement") which closed on August 9, 2021 (the "Closing Date"). 3.02 On August 9, 2021, pursuant to the terms of the Merger Agreement, all of the shares of common stock of HyEdge, Inc. were exchanged into 30,895,530 restricted shares of our Common Stock. 5.02 Dawn Cames resigned as President on August 9, 2021. 5.03 The information regarding amendments to the Company's Article of Incorporation or Bylaws is set forth in Item 2.01, "Completion of Acquisition or Disposition of Assets—The Merger and Related Transactions" and is incorporated herein by reference. 5.06 Prior to the Merger, we were a "shell company" (as such term is defined in Rule 12b-2 under the Exchange Act). | ficaar_i8k-080921.htm |
| 2021-06-10 | 8-K | 2021-06-04 | 1.01 Entry into a Material Definitive Agreement; 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 | 1.01 Entry into a Material Definitive Agreement. 5.01 On May 27, 2021, David Cicalese, a majority shareholder of the Company (“Cicalese”) entered into a Stock Purchase Agreement with Gail Levy (“Levy”) whereby Cicalese sold 29,900,000 shares of Company Common Stock (the “Shares”) to Levy for $50,000 consideration. 5.02 Effective May 27, 2021, the Company’s Board of Directors appointed Gail Levy as Chief Executive Officer of FICAAR, Inc. On June 1, 2021, in conjunction with the aforementioned change in control, David Cicalese resigned as Secretary and Chairman of the Board of Directors. | ficaar_8k.htm |
| 2020-03-31 | 8-K | 2020-03-31 | 8.01 Other Events | ea120281-8k_ficaarinc.htm | |
| 2019-09-27 | 8-K | 2019-09-20 | 4.01 Changes in Registrant's Certifying Accountant | f8k092019_ficaarinc.htm | |
| 2008-09-30 | 8-K | 2008-06-30 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 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; 8.01 Other Events | f8k.htm | |
| 2008-03-04 | 8-K | 2007-11-27 | 3.02 Unregistered Sales of Equity Securities; 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 | form8k.htm | |
| 2007-04-30 | 8-K | 2007-04-30 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 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 | ownertel_8-k.htm |