Business Context and Reporting Period
This Form 8-K was filed by Fits My Style, Inc. (Registrant) on September 7, 2012, reporting events occurring on September 4, 2012. The filing details a change in control and significant management restructuring. The Registrant is based in Ra'anana, Israel.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial data disclosed relates to the change in control transaction:
- Transaction Consideration: $333,406 aggregate.
- Share Price: Approximately $0.10 per share.
- Shares Sold: 3,315,000 shares (representing approximately 80.8% of issued and outstanding common stock).
Material Changes
The filing reports a material change in control and corporate governance:
- Change in Control: Selling Stockholders sold 80.8% of the company to Tungsten 74, LLC, a Delaware limited liability company controlled by Viacheslav Kriventsov.
- Management Departures: Nir Bar resigned as President, Treasurer, and (effective September 15, 2012) Director. Guy Turnowiski resigned as Director and Secretary.
- Management Appointments: Nickolay V. Kukekov was appointed Chief Executive Officer and sole Director. Dr. Kukekov will receive no compensation for these roles.
- Proposed Reverse Merger: The Registrant contemplates a share exchange with AntriaBio, Inc., where AntriaBio stockholders would exchange their shares for approximately 88.0% of the Registrant's outstanding common stock, making AntriaBio a wholly-owned subsidiary. This transaction is not yet consummated.
Outlook, Risks, and Management Commentary
Management commentary indicates that the appointment of Dr. Kukekov, a member of AntriaBio's board, was determined to be in the best interests of the Registrant to facilitate the potential reverse merger. The filing explicitly states that there can be no assurance that the proposed exchange with AntriaBio will be consummated. No other risks, contingencies, or unusual items are disclosed in this report.
Investor Verification Checklist
- Verify the status of the proposed share exchange and reorganization agreement with AntriaBio, Inc.
- Confirm the regulatory filings required for the reverse merger and the resulting capital structure.
- Review the background and qualifications of the new sole director and CEO, Nickolay V. Kukekov.
- Assess the financial health and business operations of AntriaBio, Inc., given it is intended to become the primary operating subsidiary.
- Check for any subsequent filings regarding the resignation of Nir Bar and the appointment of new officers.