Effective on July 8th, 2019, Dickson entered into a Securities Purchase Agreement (“Purchase Agreement”) with Conrad Huss to sell 5,000,000 shares of Series C Preferred and 5,000 shares of Series B preferred Stock held by Dickson. As a result, Mr. Huss acquired the right to vote 99.06 % of the voting control of the Company. The Series B Preferred Stock is also convertible into common stock which, in the aggregate, would represent up to .01% of the outstanding common stock after the conversion. The Series B Preferred Stock is also convertible into common stock which, in the aggregate, would represent up to 99.05% of the outstanding common stock after the conversion.
As reported in Item 5.02 below, Dickson resigned as director of the Company effective as of July 8th, 2019, and Conrad Huss was elected to fill one of the Board vacancies.
As a result of the changes in the directors of the Company noted above and the changes in the officers of the Company reported in Item 5.02 below, Mr. Huss now acts as the interim executive officer and director of the Company, and is the owner of voting control of 99.6% of the votes eligible to be cast on issues presented to the shareholders of the Company as the holder of the Series B and C Preferred Stocks.
On July 8th, 2019, to fill one of the Board vacancies, Conrad Huss was elected as a director of the Company.
Effective as of the closing of the Purchase Agreement, on the Effective Date, Everett Dickson, who had been the only officer of the Company, resigned as an officer of the Company, and Conrad Huss was appointed the Interim President and Chief Executive Officer of the Company. Mr. Huss is the sole beneficial owner of 5,000,000 and 5,000 shares of Series B and C Preferred Stocks, respectively. Mr. Dickson also resigned as a director of the Company, effective on July 8th, 2019. Mr. Dickson’s resignation was not the result of any disagreement with the management of the Company.
About Cruzani, Inc.
Cruzani, Inc. (CZNI) is a franchise development company that develops and acquires franchise concepts and other related businesses throughout the United States as well as International markets. Our Management team selects concepts with huge growth potential. We bring fresh innovative brands to our consumers that have great potential. All of our brands are unique in nature as we focus on niche markets that are still in need of developing. Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.