Business Context and Reporting Period
This Form 8-K was filed by Load Guard Logistics, Inc. (the "Registrant") on October 17, 2014. The filing reports the entry into a Material Definitive Agreement to merge with Nemus, a California corporation, and the authorization of a stock split. Upon completion of the merger, the Registrant will change its name to "Nemus Bioscience, Inc."
Key Financial Metrics
The filing text does not provide revenue, profit, cash flow, margin, debt, or liquidity figures. The document focuses exclusively on corporate restructuring and capitalization changes.
Material Changes and Corporate Actions
- Merger Agreement: The Registrant entered into an Agreement and Plan of Merger with Nemus. Nemus Acquisition Corp. will merge with Nemus, with Nemus surviving. Each share of Nemus will be exchanged for 12,880,000 shares of the Registrant.
- Name Change: A subsidiary, Nemus Bioscience, Inc., will merge with the Registrant, resulting in the Registrant changing its name to "Nemus Bioscience, Inc."
- Stock Split: The Board authorized a 2.36-for-1 forward split of common stock. The record date is October 28, 2014, with an effective date of October 29, 2014, subject to FINRA approval.
- Share Count Adjustments:
- Prior to the split: 3,623,500 shares outstanding.
- Post-split (pre-cancellation): Approximately 8,551,460 shares outstanding.
- Condition to Closing: The Registrant must cancel 5,431,460 shares held by officers and directors, reducing the outstanding count to no more than 3,120,000 shares immediately preceding the merger closing.
- Authorized Shares: The authorized number of common shares will increase from 100,000,000 to 236,000,000.
Guidance, Risks, and Contingencies
The Registrant explicitly states it cannot guarantee that the merger with Nemus will be consummated or that it will be completed on or before October 29, 2014. The stock split is contingent upon approval by the OTC Corporate Actions office of FINRA. Fractional shares resulting from the split will be rounded upward.
Investor Verification Checklist
- Verify the final closing date of the merger, as the October 29, 2014 target is not guaranteed.
- Confirm the execution of the 5,431,460 share cancellation by officers and directors as a condition to closing.
- Monitor FINRA approval status for the 2.36-for-1 stock split effective October 29, 2014.
- Review the full text of the Agreement and Plan of Merger (Exhibit 2.1) for additional terms not summarized in this report.
- Confirm the ticker symbol and trading status changes associated with the name change to "Nemus Bioscience, Inc."