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ROGUE ONE, INC. Form 8-K: Current report

ROGUE ONE, INC. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2022-11-08: Form 8-K; Period of report 2022-11-08; Description 8.01 Other Events; Details 8.01.
  • 2022-05-19: Form 8-K; Period of report 2021-06-30; Description 2.01 Completion of Acquisition or Disposition of Assets; Details 2.01.
  • 2022-05-10: Form 8-K; Period of report 2022-05-09; Description 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; Details 4.02.
  • 2022-02-07: Form 8-K; Period of report 2022-02-01; Description 8.01 Other Events; Details 8.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2022-11-088-K2022-11-088.01 Other Events8.01 On May 19, 2022, we filed Form 8-K with the Securities and Exchange Commission (the “Commission”) which included our audited financial statements for the fiscal year ending December 31, 2020 and unaudited financials through March 31st, 2021.sfsroag8k110822.htm
2022-05-198-K2021-06-302.01 Completion of Acquisition or Disposition of Assets2.01 As previously reported and on June 30, 2021, we entered into that certain Merger Agreement and Plan of Reorganization (the “Acquisition Agreement”) with each of the stockholders of Human Brands International, Inc., a Nevada corporation (the “Acquired Company” or “Human Brands”).sfsroag8k051822.htm
2022-05-108-K2022-05-094.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review4.02 We filed our Quarterly Report on Form 10-Q for the period ending June 30, 2021 and we anticipated that we would file Amendment No. 1 to that Quarterly Report on Form 10-Q for the period ending June 30, 2021 (the “Amendment”) shortly after the close of our acquisition of Human Brands International, Inc. (“Human Brands”) on June 30, 2021.sfsroag8k050922.htm
2022-02-078-K2022-02-018.01 Other Events8.01 On February 1, 2022, Rogue One filed Restated Articles of Incorporation (the “Restated Articles”) with the Nevada Secretary of State.f2sfpfi8k020322.htm
2021-10-128-K2021-09-245.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 Series D Preferred Stock.f2sfpfi8k092521.htm
2021-07-088-K/A2021-06-301.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
2.01 On June 30, 2021 we entered into that certain Merger Agreement and Plan of Reorganization (the “Acquisition Agreement”) with each of the stockholders of Human Brands International, Inc., a Nevada corporation (the “Acquired Company”) with the result that we acquired all of the outstanding capital stock of the Acquired Company and the Acquired Company became a wholly-owned subsidiary.
3.02 In accordance with the Acquisition Agreement, we agreed to issue an aggregate of forty-five (45) shares of our Series D Preferred Stock (par value $0.001) (the “Preferred Shares”) and an aggregate of One Hundred Seventy-Six Million Seven Hundred Seventy-One Thousand Nine Hundred Sixty-Two (176,771,962) shares of our Common Stock (par value $0.001)(the “Common Shares”) to acquire all of the outstanding Thirty-Nine Million Six Hundred Seventy-Seven Thousand One Hundred Ninety-Six (39,677,196) shares of the Common Stock (the “Subsidiary Shares”) of Human Brands International, Inc., a Nevada corporation (the “Acquired Company”).
7.01 On June 30, 2021 we entered into that certain Merger Agreement and Plan of Reorganization (the “Acquisition Agreement”) with each of the stockholders of Human Brands International, Inc., a Nevada corporation (the “Acquired Company”).
f2sroag8ka070621.htm
2021-07-078-K2021-06-301.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
2.01 On June 30, 2021 we entered into that certain Merger Agreement and Plan of Reorganization (the “Acquisition Agreement”) with each of the stockholders of Human Brands International, Inc., a Nevada corporation (the “Acquired Company”) with the result that we acquired all of the outstanding capital stock of the Acquired Company and the Acquired Company became a wholly-owned subsidiary.
3.02 In accordance with the Acquisition Agreement, we agreed to issue an aggregate of forty-four (44) shares of our Series D Preferred Stock (par value $0.001) (the “Preferred Shares”) and an aggregate of One Hundred Seventy-Six Million Seven Hundred Seventy-One Thousand Nine Hundred Sixty-Two (176,771,962) shares of our Common Stock (par value $0.001)(the “Common Shares”) to acquire all of the outstanding Thirty-Nine Million Six Hundred Seventy-Seven Thousand One Hundred Ninety-Six (39,677,196) shares of the Common Stock (the “Subsidiary Shares”) of Human Brands International, Inc., a Nevada corporation (the “Acquired Company”).
7.01 On June 30, 2021 we entered into that certain Merger Agreement and Plan of Reorganization (the “Acquisition Agreement”) with each of the stockholders of Human Brands International, Inc., a Nevada corporation (the “Acquired Company”).
f2sfpfi8k070621.htm
2021-05-078-K2021-05-051.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
3.02 The Exchange Transaction was undertaken directly with the Note Holder and without the assistance of any underwriter or similar person in accordance with the Exchange Agreement that we entered into with the Note Holder.
8.01 On May 5, 2021, we were informed that Union Capital, LLC (the “Note Holder”) agreed to exchange and surrender five (5) promissory notes that were previously issued to the Note Holder with an aggregate principal amount of Two Hundred Seventy-One Thousand Nine Hundred Sixty-Five Dollars and Forty-Five Cents ($271,965.45) and (the “Prior Notes”) but presently having an unconverted balance of $185,852.33 in principal and $318,350.25 in interest in exchange (the “Exchange Transaction”) for an aggregate of ten million nine hundred thousand (10,900,000) shares of our Common Stock (par value $0.001) (the “Subject Shares”) pursuant to that certain Settlement Agreement, Waiver, Release of Claims and Exchange Agreement dated April 26, 2021 (the “Exchange Agreement”).
f2sfpfi8k050721.htm
2021-04-158-K2021-04-158.01 Other Events8.01 As used herein, the term “we,” “us” and the “Company” refers to Rogue One, Inc., (formerly known as Fresh Promise Foods, Inc.) a Nevada corporation.f2sfpfi8k041521.htm
2021-04-078-K2021-04-073.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year3.03 To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
f2sfpfi8k040721.htm
2021-02-168-K2021-02-158.01 Other Events8.01 On February 13, 2021, the company filed two Corporate Amendments with the State of Nevada.f2sfpfi8k021521.htm
2020-12-118-K2020-12-111.01 Entry into a Material Definitive Agreementf2sfpfi8k121120.htm
2020-11-128-K/A2020-10-133.03 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; 5.07 Submission of Matters to a Vote of Security Holdersf2sfpfi8ka111020.htm
2020-11-108-K2020-10-133.03 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; 5.07 Submission of Matters to a Vote of Security Holdersf2sfpfi8k110920.htm
2020-10-028-K/A2020-09-231.01 Entry into a Material Definitive Agreementf2sfpfi8ka100120.htm
2020-09-298-K2020-09-231.01 Entry into a Material Definitive Agreementf2sfpfi8k092820.htm
2020-05-148-K2020-05-148.01 Other Eventsf2sfpfi8k051420.htm
2020-04-068-K/A2020-03-318.01 Other Eventsf2sfpfi8ka040620.htm
2020-03-318-K2020-03-318.01 Other Eventsf2sfpfi8k033120.htm
2018-08-288-K2018-08-281.02 Termination of a Material Definitive Agreement; 8.01 Other Eventsf2sfpfi8k082818.htm
2018-05-018-K2018-05-014.01 Changes in Registrant's Certifying Accountantf2sfpfi8k050118.htm
2018-04-258-K2018-04-257.01 Regulation FD Disclosurefpfi_8k.htm
2018-01-298-K2018-01-241.01 Entry into a Material Definitive Agreementf2fpfi8k012518.htm
2016-01-298-K2016-01-061.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersform8-k.htm
2015-01-268-K2015-01-203.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Eventsform8k.htm
2014-10-228-K2014-10-165.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Yearform8k.htm
2014-09-308-K2014-09-241.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securitiesform8k.htm
2014-06-168-K2014-06-105.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Yearform8k.htm
2014-06-068-K2014-06-025.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersform8k.htm
2013-12-118-K2013-12-054.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Reviewform8k.htm
2013-07-238-K2013-07-174.01 Changes in Registrant's Certifying Accountantform8k.htm
2013-04-248-K2013-04-221.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersform8k.htm
2013-03-208-K2013-03-151.01 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 Officersform8k.htm
2012-10-108-K2012-09-215.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersf8k092112_stakool.htm
2012-08-318-K2012-07-231.01 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; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Yearf8k072312_stakool.htm
2012-07-028-K2012-04-273.02 Unregistered Sales of Equity Securitiesf8k042712_stakool.htm
2012-05-158-K/A2011-09-151.01 Entry into a Material Definitive Agreement; 4.01 Changes in Registrant's Certifying Accountant; 8.01 Other Eventsstakool8ka091511.htm
2012-03-228-K/A2011-09-151.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 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 Officersstakool8ka2-091511.htm
2012-02-298-K2012-01-208.01 Other Eventsstakool8k012012.htm
2012-01-068-K/A2011-09-152.01 Completion of Acquisition or Disposition of Assetsstakool8ka091511.htm
2011-11-098-K/A2011-09-151.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 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; 5.06 Change in Shell Company Statusstakool8ka091511.htm
2011-09-228-K2011-09-151.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersstakool8k091511.htm
2011-01-058-K2011-01-054.01 Changes in Registrant's Certifying Accountantstakool8k010511.htm
2010-12-308-K2010-12-301.01 Entry into a Material Definitive Agreementstakool8k123010.htm
2010-10-278-K2010-10-261.01 Entry into a Material Definitive Agreementstakool8k102610.htm
2010-06-078-K2010-06-071.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersstakool8k060710.htm
2009-12-308-K2009-12-308.01 Other Eventsstakool8k123009.htm
2009-12-078-K2009-12-044.01 Changes in Registrant's Certifying Accountantmod8k120409a.htm
2009-12-048-K2009-12-044.01 Changes in Registrant's Certifying Accountantmod8k120409.htm
2009-11-238-K2009-11-235.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersmod8k112309.htm
2009-06-058-K2009-05-205.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersmody_8k-060509.htm
2009-06-038-K2008-07-094.01 Changes in Registrant's Certifying Accountantmod_8k-060409.htm
2009-04-078-K/A2008-10-271.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrantmody_8ka-102708.htm
2008-11-198-K2008-11-174.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Reviewmody_8k-111908.htm
2008-10-278-K2008-10-211.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrantmody_8k-102108.htm
2008-09-268-K2008-09-228.01 Other Eventsmod_8k-092208.htm
2008-08-158-K2008-08-115.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officerspspp_8k-081508.htm
2008-07-188-K2008-07-145.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officerspspp_8k-071408.htm
2008-07-148-K2008-06-244.01 Changes in Registrant's Certifying Accountantv119830_8k.htm
2008-06-058-K2008-06-028.01 Other Eventspspp_8k-060208.htm
2008-04-088-K2008-04-088.01 Other Eventsp8k4808.htm
2008-03-208-K2008-03-205.01 Changes in Control of Registrantp8k21208.htm
2008-03-208-K2008-03-205.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersp8k122707.htm
2007-11-298-K/A2007-11-291.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Eventsf1pspp8krtffiling117.htm
2007-11-268-K2007-11-261.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Eventsf8k112107.htm
2007-10-058-K2007-10-045.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officersf8k10407.htm
2007-09-128-K2007-09-011.01 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; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Eventsv087534_8k.htm
2007-04-128-K2006-12-312.01 Completion of Acquisition or Disposition of Assets; 5.01 Changes in Control of Registrant; 5.06 Change in Shell Company Statusf8k4407.htm
2002-12-238-K2002-11-152.01 Completion of Acquisition or Disposition of Assets; 8.01 Other Eventsfm8k111502_final.txt
2002-10-088-K2002-10-018.01 Other Eventsfm8k_10102.txt
2002-07-188-K2002-04-125.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Eventsform8k_41202.txt
2002-07-178-K2002-04-124.01 Changes in Registrant's Certifying Accountantsubfm8k_41202.txt
2002-04-258-K/A2002-04-124.01 Changes in Registrant's Certifying Accountantsubfm8ka_41202.txt
2002-04-198-K2002-04-124.01 Changes in Registrant's Certifying Accountantsubfm8k_41202.txt
2002-04-158-K2002-04-064.01 Changes in Registrant's Certifying Accountant; 8.01 Other Eventssubfm8k_4602.txt
2000-11-138-K2000-05-275.01 Changes in Control of Registrant0001.txt
2000-10-258-K/A2000-10-245.01 Changes in Control of Registrant0001.txt
2000-06-128-K2000-03-265.01 Changes in Control of Registrant0001.txt
2000-03-308-K2000-01-264.01 Changes in Registrant's Certifying Accountant
1999-11-228-K1999-07-215.01 Changes in Control of Registrant
1999-02-028-K1999-01-225.01 Changes in Control of Registrant