Preliminary Offering Circular, Dated March 24, 2020
Subject to Completion
REMSLEEP HOLDINGS, INC.
$3,000,000/600,000,000 SHARES OF COMMON STOCK
$0.005 PER SHARE
We are offering up to 600 million (600,000,000) shares of our common stock on a “best efforts” basis at a fixed offering price of $0.005 per share for aggregate maximum gross proceeds of $3 million ($3,000,000). The minimum purchase requirement per investor is $6,000 (100,000 shares); however, we can waive the minimum purchase requirement on a case-by-case basis in our sole discretion. See “Description of Securities” beginning on page 56.
Investing in this offering involves high degree of risk, and you should not invest unless you can afford to lose your entire investment. See “Risk Factors” beginning on page 9 for a discussion of certain risks that you should consider in connection with an investment in our securities.
Our common stock currently trades on the OTC Market’s Pinks under the symbol “RMSL” and the closing price of our common stock on March 23, 2020 was $0.0115. Our common stock currently trades on a sporadic and limited basis. Our Board of Directors used its business judgment in setting the $0.005 purchase price per share to the Company as consideration for the stock to be issued in this offering. The purchase price per share bears no relationship to our book value or any other measure of our current value or worth.
The proposed sale will begin as soon as practicable after this offering statement has been qualified by the Securities and Exchange Commission (the “SEC”) and the relevant state regulators, as necessary. This offering will terminate upon the earlier to occur of: (i) the sale of all 600 million shares being offered; (ii) 365 days after this offering statement is qualified by the SEC; (iii) the Company terminates this offering for any reason.
This offering is being conducted on a “best efforts” basis pursuant to Regulation A of Section 3(b) of the Securities Act of 1933, as amended (the “Securities Act”), for Tier 2 offerings and there is no minimum offering amount we must sell before we close. We have made no arrangements to place subscription proceeds or funds in an escrow, trust or similar account, which means that the proceeds or funds from the sale of common stock will be immediately available to us for use in our operations and once received and accepted are irrevocable. See “Plan of Distribution” and “Description of Securities” for a description of our capital stock.
