Zenosense, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-10-17: Form 8-K; Period of report 2022-09-27; Description 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; Details 1.01.
- 2022-03-16: Form 8-K; Period of report 2022-03-07; Description 8.01 Other Events; Details 8.01.
- 2018-09-04: Form 8-K; Period of report 2018-08-31; Description 1.01 Entry into a Material Definitive Agreement.
- 2018-08-06: Form 8-K; Period of report 2018-08-03; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-10-17 | 8-K | 2022-09-27 | 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 On September 27, 2022, Custodian Ventures LLC, the stockholder of the Series A Preferred Stock of Zenosense, Inc. (the “Company”) and Gold Box Group entered into a stock purchase agreement (the “Stock Purchase Agreement”), pursuant to which Custodian Ventures LLC sold all of the 10,000,000 shares Series A Preferred Stock (the “Shares”) it owned to Gold Box Group. 5.01 Information contained under Item 1.01 above is hereby incorporated by reference in its entirety. 5.02 Effective September 28, 2022, Mr. David Lazar resigned from all his officer positions, as the President, CEO, Treasurer, CFO, Secretary and sole Board member of the Company. | zenosense_8k.htm |
| 2022-03-16 | 8-K | 2022-03-07 | 8.01 Other Events | 8.01 On March 8, 2022, Custodian Ventures, LLC (“Custodian”), the entity previously granted custodianship of Zenosense, Inc. (the “Company”) in Clark County, Nevada, Case Number: A-21-843440-B, filed a motion to require proofs of claim from any claimants and creditors of the Company. | zenosense_8k.htm |
| 2018-09-04 | 8-K | 2018-08-31 | 1.01 Entry into a Material Definitive Agreement | form8k.htm | |
| 2018-08-06 | 8-K | 2018-08-03 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On August 3, 2018, Zenosense, Inc. (the "Company") accepted the resignation of GBH CPAs, PC ("GBH") and engaged Marcum LLP ("Marcum") as its independent registered public accountants. | form8k.htm |
| 2017-02-06 | 8-K/A | 2017-01-31 | 1.01 Entry into a Material Definitive Agreement | 1.01 On January 31, 2017, Zenosense, Inc. (the “ Company ”) entered into an amendment (the “ Amendment”) to a Subscription and Shareholders’ Agreement, dated June 20, 2016, as amended on September 29, 2016 and December 6, 2016 (the “MIDS Agreement”), relating to the Company’s Joint Venture vehicle, MIDS Medical Limited (“ MML” ). | form8ka.htm |
| 2017-02-03 | 8-K | 2017-01-31 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On January 31, 2017, Zenosense, Inc. (the “ Company ”) entered into an amendment (the “ Amendment”) to a Subscription and Shareholders’ Agreement, dated June 20, 2016, as amended on September 29, 2016 and December 6, 2016 (the “MIDS Agreement”), relating to the Company’s Joint Venture vehicle, MIDS Medical Limited (“ MML” ). 3.02 The information set forth in Item 1.01 is incorporated herein by reference. | form8k.htm |
| 2016-12-07 | 8-K | 2016-12-07 | 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 December 6, 2016, Zenosense, Inc. (the “ Company ”) entered into an amendment (the “ Amendment”) to a Subscription and Shareholders’ Agreement, dated June 20, 2016, as amended on September 29, 2016 (the “MIDS Agreement”), relating to the Company’s Joint Venture vehicle, MIDS Medical Limited (“ MML” ). 2.03 The disclosure set forth under Item 1.01 of this Report is incorporated by reference into this item. 3.02 The information set forth in Item 1.01 is incorporated herein by reference. | form8k.htm |
| 2016-10-06 | 8-K | 2016-09-29 | 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 September 29, 2016, Zenosense, Inc. (the “Company”) entered into an amendment (the “Amendment”) to a Subscription and Shareholders’ Agreement (the “Original Agreement”), dated June 20, 2016, relating to the Company’s Joint Venture vehicle, MIDS Medical Limited (“MML”). 2.03 The disclosure set forth under Item 1.01 of this Report is incorporated by reference into this item. 3.02 The information set forth in Item 1.01 is incorporated herein by reference. | form8k.htm |
| 2016-08-04 | 8-K | 2016-08-01 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.03 On August 4, 2016, Zenosense, Inc. (the “Company”) completed a reverse split of its common stock, par value $0.001 (the “Common Stock”), at a ratio of one-for-seven (the “Reverse Split”). 5.03 The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. | form8k.htm |
| 2016-06-23 | 8-K | 2016-06-20 | 1.01 Entry into a Material Definitive Agreement | 1.01 On June 20, 2016, Zenosense, Inc. (the “Company”) entered into a joint venture by way of a Subscription and Shareholders’ Agreement (“Agreement”) with a third party medical detection device developer (“Partner”), utilizing a joint venture vehicle, MIDS Medical Ltd (“MML”), a UK Limited company under which the Company will own a 40% interest, to be awarded on July 1, 2016, in exchange for its participation and funding to support MML during a Phase 1 and prospectively during a Phase 2 development of the Partner’s MIDS universal immunoassay detection technology. | form8k.htm |
| 2016-06-09 | 8-K | 2016-06-08 | 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; 3.02 Unregistered Sales of Equity Securities | 1.01 On June 6, 2016, Zenosense, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with an accredited investor (the “Investor”). 2.03 The disclosure set forth under Item 1.01 of this Report is incorporated by reference into this item. 3.02 The information set forth in Item 1.01 is incorporated herein by reference. | form8k.htm |
| 2016-05-03 | 8-K | 2016-04-20 | 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 April 20, 2016, Zenosense, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with an accredited investor (the “Investor”). 2.03 The disclosure set forth under Item 1.01 of this Report is incorporated by reference into this item. 3.02 The information set forth in Item 1.01 is incorporated herein by reference. | form8k.htm |
| 2014-12-17 | 8-K | 2014-12-16 | 8.01 Other Events | 8.01 Zenosense, Inc. (“the Company”), in relation to its Exclusive License Agreement dated November 26, 2013 and effective as of December 4, 2013, as amended (“Agreement”), with Sgenia Industrial, S.L., Sgenia Soluciones, S.L., and ZENON Biosystem, S.L. (“Zenon”), reports that on December 16, 2014, Zenon entered into a collaboration agreement for a lung cancer detection trial (“Trial”) to test two identical pre-commercial devices (“Devices”) that Zenon has developed under the Agreement. | form8k.htm |
| 2014-07-31 | 8-K | 2014-07-28 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On July 28, 2014, Zenosense, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with an accredited investor (the “Investor”). 3.02 The information required to be disclosed under this Item 3.02 is hereby incorporated by reference from the disclosure described in Item 1.01 above. | form8k.htm |
| 2014-07-24 | 8-K | 2014-07-21 | 1.01 Entry into a Material Definitive Agreement | 1.01 On July 21, 2014, Zenosense, Inc. (the “Company”) entered into a third amendment (the “Amendment”) to its Development and Exclusive License Agreement dated November 26, 2013 and effective as of December 4, 2013, as amended (“Agreement”), with Sgenia Industrial, S.L. (“Sgenia”), Sgenia Soluciones, S.L., and ZENON Biosystem, S.L. (together the “Sgenia Parties”). | form8k.htm |
| 2014-05-02 | 8-K | 2014-04-28 | 1.01 Entry into a Material Definitive Agreement | 1.01 Under the terms of the amendment, the Company has the optional right to fund the development of prospective cancer sensory devices that may be based on the Sgenia patents (the “New Products”) and if funded, the Company will have the right to manufacture, market and sell the resulting prospective New Products. | form8k.htm |
| 2014-04-10 | 8-K | 2014-04-08 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On April 8, 2014, Zenosense, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with an accredited investor (the “Investor”). 3.02 The information required to be disclosed under this Item 3.02 is hereby incorporated by reference from the disclosure described in Item 1.01 above. | form8k.htm |
| 2014-03-04 | 8-K | 2014-02-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 27, 2014, Mr. B. Alejandro Vasquez notified Zenosense, Inc. (the “Company”) of his resignation from the Company’s Board of Directors, effective immediately. | form8k.htm |
| 2014-01-24 | 8-K | 2014-01-21 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On January 21, 2014, the Company notified Goldman Accounting Services, CPA, PLLC (“Goldman”), the independent registered public accounting firm to the Company, that the Company had dismissed the firm because the Company desired to engage the services of another accounting firm. | form8k.htm |
| 2013-12-06 | 8-K | 2013-12-06 | 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; 5.06 Change in Shell Company Status | 1.01 Zenosense, Inc., formerly Braeden Valley Mines, Inc., a Nevada corporation (the “Company”), entered into a Development and Exclusive License Agreement (the “License Agreement”) with Sgenia Industrial, S.L. and its subsidiaries Sgenia Soluciones, S.L. and ZENON Biosystem, S.L., all of which are formed under the laws of Spain. 2.01 We entered into a License Agreement, effective December 4, 2013, with Sgenia and Zenon and have obtained the worldwide exclusive license to manufacture, market and sell the Sgenia Products. 3.02 Prior to November 2013, the Company borrowed $318,749, from an investor, for the payment of the first development fee under the License Agreement and other working capital needs, which amount was converted into 796,872 shares of common stock on December 4, 2013, at a per share rate of $0.40, in full satisfaction of the debt, pursuant to a written debt conversion agreement. 5.02 To be effective December 7, 2013, Mr. Alejandro Vasquez will resign from all his officer positions, and the Board of Directors appointed Mr. Carlos Jose Gil, a current director of the Company, as the chief executive officer to replace Mr. Vasquez upon his resignation. 5.06 We have been classified as a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act) until immediately before the execution of a License Agreement. | form8k.htm |
| 2013-11-26 | 8-K | 2013-11-26 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.03 The Company filed a Certificate of Amendment with the Secretary of State of Nevada on November 22, 2013 to (1) change its name from “Braeden Valley Mines, Inc.” to “Zenosense, Inc.” and (2) effect an increase in the Company’s authorized shares of common stock from 50,000,000 to 500,000,000, par value $0.001 per share. 5.07 The 2013 Annual Meeting of Stockholders (the “Annual Meeting”) of Zenosense, Inc., formerly Braeden Valley Mines, Inc. (the “Company”), was held on November 22, 2013. | form8k.htm |
| 2013-10-25 | 8-K | 2013-10-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (d) On October 25, 2013, the Board of Directors of Braden Valley Mines, Inc. (the “Company”) appointed Mr. Carlos Jose Gil, 44, as a new director of the Company, effective as of October 25, 2013. | form8k.htm |
| 2013-08-08 | 8-K | 2013-07-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 5, 2013, the Board of Directors (the “Board”) of Braden Valley Mines Inc., a Nevada corporation (the “Company”) received the resignations of Mr. Ronald Erickson acting as the Company’s President, Secretary, Treasurer and as a member of the Board of Directors. | form8k.htm |
| 2013-04-12 | 8-K | 2013-03-18 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On March 18, 2013, the Board of Directors of Braeden Valley Mines Inc. (the “Registrant”) dismissed Sadler, Gibb & Associates LLC, as its independent registered public account firm. | form8k.htm |