In November filed this with sec The company also appointed Janon Costley, age 47, as its Chief Operating Officer and a member of its Board of Directors.
Mr. Costley brings more than two decades of experience in operations, business development and sales and marketing. Initially starting out in the fashion industry, Mr. Costley worked with leading brands including Converse, Sketchers, FIFA, MCM and Pony in both supplier and licensing partner capacities. Mr. Costley co-founded The Brand Liaison, which ultimately led him to the beverage industry. He subsequently served as CEO of Village Tea Company, founded Affinity Beverage Group, STI Signature Spirits Group and CapCity Beverage LLC.
Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 4, 2020, the company’s Certificate of Amendment to its Nevada Articles of Incorporation, which Certificate of Amendment included the above referenced provisions, was approved by the Nevada Secretary of State.
In addition to the above referenced matters, the company’s name was changed to Rogue One, Inc., and the company elected to effect a 1-for-200 reverse stock split of the shares of the company’s Common Stock, either issued and outstanding or held by the Company as treasury stock, effective as of 5:00 p.m. (Nevada time) on November 23, 2020 (the “Reverse Stock Split”). As reported below under Item 5.07 of this Current Report on Form 8-K, the Company held a special meeting of stockholders on October 13, 2020, at which meeting the Company’s stockholders, by an affirmative vote of the Board of Directors and a majority of the Company’s outstanding voting shares of capital stock, approved the amendment to the Company’s Restated Articles of Incorporation (the “Articles of Incorporation”) to effect the Reverse Stock.
As a result of the Reverse Stock Split, every two hundred (200) shares of issued and outstanding Common Stock will be automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. Any fractional shares that would otherwise have resulted from the Reverse Stock Split will be rounded up to the next full. The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from 10,039,186,066 shares to approximately 50,195,931 shares, subject to adjustment for rounding up fractional shares. The number of authorized shares of Common Stock under the Certificate of Incorporation was also lowered to a total of 1,000,000,000 authorized shares.
The Common Stock will begin trading on a reverse stock split-adjusted basis on The NASDAQ Capital Market on or about November 24, 2020.
The company will apply for a new CUSIP number for its Common Stock. The company will also apply with FINRA for a new trading symbol.
