Business Context and Reporting Period
This Form 8-K, dated September 16, 2019, reports material events for Lazex Inc. (the "Company"), a Nevada corporation. The filing details a strategic acquisition and a subsequent change in corporate control.
Key Financial Metrics and Transactions
The filing does not provide specific revenue, profit, cash flow, or debt figures for the Company or the acquired entity. The primary financial event is the acquisition of Slinger Bag Americas Inc. ("Slinger Bag") through a stock exchange rather than a cash transaction.
- Acquisition Consideration: The Company issued 5,000,000 shares of its common stock to Zehva Tepler in exchange for 100% of Slinger Bag's outstanding shares.
- Warrant Assignment: The Company entered into an agreement to issue one-third of its outstanding common stock to Montsaic Investments in exchange for 100% of Montsaic's rights under a warrant agreement with Slinger Bag Ltd.
- Ownership Structure: Following the transaction, Zehva Tepler owns 82.03% of the Company's issued and outstanding common stock.
Material Changes Versus Prior Period
The most significant change is the acquisition of Slinger Bag, which owns the "Slinger Launcher," a portable tennis ball launcher and bag. This marks a shift in the Company's operational focus toward tennis equipment.
Additionally, the Company experienced a complete change in control and leadership:
- Departure: Juliia Gittleman resigned as Director, President, CEO, CFO, Treasurer, and Secretary effective August 23, 2019.
- Appointments: Mike Ballardie was appointed Director and CEO effective August 23, 2019. Mark Radom was appointed General Counsel effective September 16, 2019.
- Bylaw Amendment: The Company amended its bylaws to allow shareholder actions without a meeting if consented to in writing by a majority of voting shareholders.
Guidance, Outlook, and Risks
The filing does not contain forward-looking financial guidance or specific risk factors beyond the standard disclosures associated with a change in control and acquisition.
Unusual Items and Contingencies:
- Missing Financial Data: Audited financial statements for Slinger Bag and pro forma financial information are not included in this filing. They are scheduled to be filed by amendment within 71 calendar days of the report date.
- Management Expertise: The new CEO, Mike Ballardie, brings 35 years of experience in the tennis industry, including leadership roles at Wilson, Prince Sports, and VF Corp.
Investor Verification Checklist
- Verify the total number of outstanding shares post-transaction to confirm the exact dilution impact of the 5,000,000 shares issued to Zehva Tepler and the one-third issuance to Montsaic.
- Review the upcoming amendment (due within 71 days) for the audited financial statements of Slinger Bag to assess the acquired entity's financial health.
- Confirm the terms of the warrant agreement with Slinger Bag Ltd. to understand the obligations assumed by the Company.
- Monitor the Company's transition plan to integrate Slinger Bag's operations under the new management team.