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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported):
June 3, 2026
REMSLEEP
HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
000-53450 |
|
47-5386867 |
(State or other jurisdiction
of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
500 S Australian Ave, West Palm Beach FL 33414
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
+1 561 668 0846
Not applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| None |
|
N/A |
|
N/A |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 under the Securities Act of 1933 or Rule 12b-2 under the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 5.01 Changes in Control of Registrant.
On May 27, 2026, the Board of Directors (the “Board”) of RemSleep
Holdings, Inc. (the “Company”) acknowledged certain Stock Purchase Agreements dated May 26, 2026 (collectively, the “Stock
Purchase Agreements”) that, according to the Board resolutions, resulted in transfers of shares among certain stockholders and a
change in control of the Company.
The Board resolutions state that Roman Israel Wood sold 3,600,000 shares
of Preferred C stock, 400,000 shares of Preferred B stock, and 4,000,000 shares of Preferred A stock to 1000152403 ONTARIO INC (an Ontario,
Canada Corp) as control shares. This purchase of a control block of stock, approximately representing 80% control of the preferred shares,
was made off the market in a private transaction on an all-cash basis. The transaction includes assumption of all current debt and obligations
of the issuer and/or the preferred shareholder of various obligations guaranteed either corporatly of personally of approximately $300,000.00
In a separate non-related transaction, Roman Israel Wood sold 40,000,000
shares of restricted common stock under Rule 144 in a private off-the-market transaction on an all-cash basis to Miro Zecevic. The Board
resolutions further state that Anita L. Michaels assigned 400,000 shares of Preferred C stock, 100,000 shares of Preferred B stock, and
1,000,000 shares of Preferred A stock to 1000152403 ONTARIO INC. (an Ontario, Canada Corp). The purchase of this assigned control block
of stock represents about 20% of the preferred shares control bloc,k was made off the market in a private transaction on an all-cash basis.
Through these off-the-market transactions, 1000152403 ONTARIO INC (an Ontario
Canada Corp) . acquired control of RemSleep Holdings Inc through the ownership of the aforementioned preferred shares.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 7, 2026, the Board accepted the resignations of Jeffrey Todd Marshall
as Chief Executive Officer, Anita L. Michaels as Chief Operating Officer and Chairman of the Board, and Roman Israel Wood as President,
Treasurer and Secretary. The resignations were effective May 27, 2026.
On May 27, 2026, the Board appointed Teresita Rubio as Treasurer and Chairman
of the Board, Sanja Pekovic as President and Chief Executive Officer, and Irina Veselinovic as Secretary, effective May 27, 2026.
On June 1, 2026, the Board accepted the resignation of Sanja Pekovic as
President and appointed Peter Downey as the Interim President, effective June 2, 2026. Sanja Pekovic continues to serve as Chief Executive
Officer unless otherwise directed by the Company. Sanja Pekovic will focus on medical aspects of her new role, utilizing her medical background
in soliciting facilities for research and development (R&D) opportunities for Rem Sleep Holdings Inc . Peter Downey mandate will be
to focus on corporate matters of RemSleep Holdings Inc sales and revenue-generating opportunities in the e-commerce space.
The Board resolutions adopted on June 1, 2026 provide that the President
shall not have authority, acting alone, to issue or authorize shares of the Company, withdraw, transfer or otherwise remove funds from
any Company bank account, or execute documents or instruments or otherwise bind or act on behalf of the Company, unless such action has
been reviewed and expressly approved in writing by both the Secretary and the Treasurer. The resolutions further provide that the Chairman
retains authority, power and control with respect to the Company’s preferred shares, including rights, approvals, consents, voting control,
designation, issuance, transfer, conversion, amendment and other actions relating to such preferred shares, subject to the Company’s governing
documents, applicable law and duly adopted resolutions.
The information required by Items 401(b), 401(d), 401(e) and 404(a) of
Regulation S-K with respect to each newly appointed officer and director, and the description of any material plan, contract or arrangement
entered into or materially amended in connection with the appointments, is not available at the time of filing and will be provided by
amendment to this Current Report on Form 8-K within four business days after such information is determined or becomes available.
Appointment of Peter Downey – President - Strategic and results-driven
Executive with over 25 years of experience in alternative finance, investment banking, and business development. Proven track record in
spearheading multi-million dollar capital acquisition projects, managing high-performing sales teams, and streamlining operations through
AI and automation. Expert in business acquisition M&A financing, and commercial lending, with a focus on delivering high-velocity
growth and relationship-focused capital solutions.
Appointment of Dr. Sanja Pekovic D.Sc. – CEO - Dr Sanja Pekovic,
is a Principal Scientist and Project Leader at the Institute for Biological Research “Sinisa Stankovic” (IBISS), a University
of Belgrade member since 1986, and Head of the Department of Neurobiology since 2006. She is a Professor of Experimental Models of CNS
Diseases at PhD studies in Neurosciences at the Faculty of Biology, University of Belgrade, and Invited lecturer at PhD studies in Neurosciences,
School of Medicine, University of Belgrade, course: Molecular Biology of the Nervous System. Dr Pekovic is a permanent member of the Working
Groups representing Serbia in the following COST (European Cooperation in the Field of Scientific and Technical Research) actions: COST
B10 (2001-2005) and COST B30 (2006-2010). Dr Pekovic participated as one of the project leaders in the preparation of several FP6 and
FP7 European projects, and is a participant of a German-Serbian collaborative project (2010-2012). Also, she is a member of the Scientific
and Organizing Boards of several conferences and congresses with international participation, and a member of IBISS Scientific Council
and the Steering Board of the Association for Advancement of Clinical Research of Serbia. The focus of her research is on translational
medicine and therapy of brain injury, multiple sclerosis, neurodegeneration, neuroinflammation, brain plasticity, and currently on early
and sensitive biomarkers of neuroinflammation and neurodegeneration in serum and CSF of patients with traumatic brain injury.
Appointment of Teresita (Teresa) Rubio – Treasurer and Chairman
- At the early age of 19, Teresa began working at one of the top retail stores in Argentina while continuing her studies in the field
of Accounting, where she gained experience in the areas of bookkeeping, accounting, and controlling. After graduating as an accountant,
she moved to Canada to pursue her career in her field of specialty by working at a Technology and Consulting Firm, where she gained technical
experience and acquired a high degree of management as well as organizational skills. Teresa’s ability to meet deadlines, manage projects,
multitask, and implement bookkeeping systems has made her a top Finance and Administration Manager. On many occasions, Teresa’s ability
to speak four (Spanish, Italian, Portuguese, and English) languages has helped the company with foreign clients. Currently a retired snowbird.
Teresa makes her home in a suburb near Toronto, Ontario, Canada and snowbirds in South Florida.
Appointment of Irina Veselinovic – Secretary - Irina Veselinovic
has been a successful entrepreneur for over a decade and was recognized as a successful woman in business in 2024. She has extensive experience
in business development, administration, accounting, investor relations, financial management, and corporate leadership. Ms. Veselinovic
has worked with private companies for nearly two decades, during which time she developed strong leadership, administrative, accounting,
investor relations, and financial intelligence skills. Her creativity and entrepreneurial versatility are also reflected in her professional
endeavors in the interior design and fashion industries. In addition, Ms. Veselinovic has been involved with publicly traded companies
for approximately 15 years, where she further developed her knowledge of corporate administration, public company reporting obligations,
and legal compliance requirements. She has served as Chief Executive Officer and Secretary of several public companies.
On June 2, 2026, the Board of Directors (the “Board”) of RemSleep
Holdings Inc. (the “Company”) approved compensatory arrangements for Scott Hasselbring and Roman Israel Wood in recognition
of their extraordinary services to the Company during a period of transition and asset preservation.
Compensation for Scott Hasselbring
The Board has authorized the issuance of 15,000,000 shares of the Company’s
restricted common stock to Scott Hasselbring, in his capacity as the Executor of the Estate of Thomas Wood. This grant is intended to
compensate Mr. Hasselbring for specialized services rendered in the preservation and management of Company assets, as well as additional
professional obligations performed outside the scope of his duties as Executor of the Estate.
Compensation for Roman Israel Wood
The Board has reached a definitive agreement with Roman Israel Wood regarding
compensation for his dedicated services and operational involvement with the Company from mid-February 2026 through June 1, 2026. Instead
of cash compensation, Mr. Wood has agreed to a full and final settlement of his claims for services rendered in exchange for a one-time
issuance of 30,000,000 shares of the Company’s restricted common stock.
Terms of Issuance
The shares described above will be issued as “restricted securities”
under the Securities Act of 1933, as amended. The certificates or book-entry accounts representing these shares will bear customary restrictive
legends prohibiting the sale or transfer of such shares absent an effective registration statement or an applicable exemption from registration
requirements.
Item 8.01 Other Events.
On or about June 1, 2026, REMSleep Holdings, Inc. (the “Company”)
began implementing certain operational and administrative changes in connection with its transition plan under new management.
The Company has closed its former office located in Georgia and has relocated
its principal office operations to Florida. In connection with the relocation, the Company has also established a new warehouse facility
in Florida to support its ongoing business operations located at 1900 6th Ave, South Lake Worth, FL 33461.
The Company is transitioning its business model away from the prior retail
“cash and carry” walk-in traffic model in the rural town of Blackshear, Georgia, toward a business model focused more heavily
based on Internet e-commerce and e-retail sales channels such as eBay and similar e-tailers launching nationwide and then moving on to
International markets. Management believes the relocation and warehouse establishment in Florida are intended to better support the Company’s
updated operational direction and customer fulfillment requirements.
On June 3 2026 the Company has re-engaged its auditor and accountant and
made satisfactory arrangements to review and complete the late and outstanding Q1 routine filing. The Company expects to be in a position
to make the Q1 filing within the allotted extension time period. Moreover, the Company has placed certain safeguards in place to ensure
future mandatory and required routine filing timelines and obligations are met.
The Company has updated its records with the State of Nevada to reflect
the recent management changes approved by the Board of Directors.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Board Resolutions adopted May 27, 2026 |
| 99.2 |
|
Board Resolutions adopted June 1, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
REMSLEEP HOLDINGS, INC. |
| |
|
| Date: June 2, 2026 |
By: |
/s/ Sanja Pekovic |
| |
Name: |
Sanja Pekovic |
| |
Title: |
Chief Executive Officer |
FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or future financial
performance and involve known and unknown risks, uncertainties, and other factors that may cause actual results to be materially different
from those expressed or implied. Forward-looking statements include, but are not limited to, statements regarding anticipated commercial
activities, capital raising efforts, product distribution, and leadership transitions. The Company undertakes no obligation to update
any forward-looking statements to reflect events or circumstances after the date hereof, except as required by applicable law. Readers
are cautioned not to place undue reliance on these forward-looking statements.
Exhibit 99.1
BOARD RESOLUTION OF REMSLEEP HOLDINGS, INC. (OTC:
MSEZ)
ADOPTED ON MAY 20, 2026
The undersigned, being all the directors of RemSleep Holdings, Inc.
(OTC RMSL), hereby sign the following amended resolutions:
RESOLVED THAT:
| 1. | The board accepts the appointment of: |
Teresita Rubio on a position as a Treasurer and
Chairman of the Board
Sanja Pekovic – President and CEO
Irina Veselinovic - Secretary
| 2. | The board accepts the resignation of: |
Jeffrey Todd Marshall on a position of a CEO
Anita L. Michaels on a position of a COO and Chairman
Roman Israel Wood on a position of a President,
Treasurer, Secretary.
| 3. | The board acknowledge the Stock Purchase agreements between Roman Woods
dated May 20, 2026 which concludes the sale of : |
3,600,000 Preferred C stock to 1000152403 ONTARIO
INC - control
400,000 Preferred B to 1000152403 ONTARIO INC -
control
4,000,000 Preferred A to 1000152403 ONTARIO INC
- control
40,000,000 of Common Stock to Miro Zecevic,
and between
Anita L. Michaels and 1000152403 ONTARIO INC for
all shares held, namely:
400,,000 Preferred C stock to 1000152403 ONTARIO
INC – rule 144
100,000 Preferred B to 1000152403 ONTARIO INC–
rule 144
1,000,000 Preferred A to 1000152403 ONTARIO INC–
rule 144
10,000,000 of Common Stock to Miro Zecevic.
| 4. | The company will submit new application to OTC Markets to inform them about
the change. |
| 5. | The Company will inform State and Transfer agent about this change. |
| Board Resolution | | |
| Page 1 of 2 | | |
| /s/
Anita L. Michaels |
|
|
| Anita L. Michaels, Leaving Chairman and COO |
|
Date: May 20, 2026 |
| |
|
|
| /s/
Roman Israel Wood |
|
|
| Roman Israel Wood, Leaving President, Treasurer and Secretary |
Date:
May 20, 2026 |
| |
|
|
| /s/
Sanja Pekovic |
|
|
| Sanja Pekovic – Incoming President and CEO |
|
Date:
May 20, 2026 |
| |
|
|
| /s/
Teresita Rubio |
|
|
| Teresita Rubio, Treasurer and Chairman |
|
Date:
May 20, 2026 |
| |
|
|
| /s/
Irina Veselinovic |
|
|
| Irina Veselinovic – Secretary |
|
Date:
May 20, 2026 |
| Board Resolution | | |
| Page 2 of 2 | | |
Exhibit
99.2
BOARD
RESOLUTION OF REMSLEEP HOLDINGS, INC. (OTC: RMSL)
ADOPTED
ON JUNE 1, 2026
The
undersigned, being all the directors of RemSleep Holdings, Inc. (OTC RMSL), hereby sign the following amended resolutions:
RESOLVED
THAT:
| 1. | The
board accepts the appointment of: |
Peter
Downey – President
| 2. | The
board accepts the resignation of: |
Sanja
Pekovic on a position of a President.
| 3. | The
company will submit new application to OTC Markets to inform them about the change. |
| 4. | The
Company will inform State and Transfer agent about this change. |
RESOLVED
FURTHER, that notwithstanding any other provision of these resolutions, the President shall not have the authority, acting alone,
to issue or authorize the issuance of any shares of the corporation, withdraw, transfer, or otherwise remove funds from any bank account
of the corporation, or take any action, execute any document, certificate, agreement, or instrument, or otherwise bind or act on behalf
of REMSleep, unless such action has been reviewed and expressly approved in writing by both the Secretary and the Treasurer.
RESOLVED
FURTHER, that this limitation applies solely to the President and shall not be construed to limit, restrict, or modify the authority
of any other officer of the corporation, except as otherwise provided by the corporation’s Memorandum, By-Laws, Articles of Incorporation,
applicable law, or other duly adopted resolutions.
RESOLVED
FURTHER, that the Chairman shall retain authority, power, and control with respect to the corporation’s preferred shares, including
any rights, approvals, consents, voting control, designation, issuance, transfer, conversion, amendment, or other actions relating to
such preferred shares, subject to the corporation’s Memorandum, By-Laws, Articles of Incorporation, applicable law, and any other
duly adopted resolutions.
RESOLVED
FURTHER, that any actions taken by the President prior to the date of the foregoing resolutions are hereby ratified, confirmed, and
approved only to the extent that such actions were properly authorized and within the authority conferred by the corporation’s
Memorandum, By-Laws, Articles of Incorporation, applicable law, and these resolutions.
| Board Resolution | | |
| Page 1 of 2 | | |
| /s/
Sanja Pekovic |
|
|
| Sanja
Pekovic –CEO |
|
Date:
June 1, 2026 |
| |
|
|
| /s/
Peter Downey |
|
|
| Peter
Downey, President |
|
Date:
June 1, 2026 |
| Board Resolution | | |
| Page 2 of 2 | | |
BOARD
RESOLUTION OF REMSLEEP HOLDINGS, INC.APPOINTING OFFICERS
DULY
PASSED ON June 1, 2026
APPOINTMENT
OF OFFICERS
RESOLVED,
that the following persons are elected to the office(s) indicated next to their names to serve until their successor(s) shall be duly
elected, unless he or she resigns, is removed from office or is otherwise disqualified from serving as an officer of this corporation,
to take their respective office(s) immediately upon such appointment:
| Officer |
Name |
| President |
Peter
Downey |
RESOLVED
FURTHER, that notwithstanding any other provision of these resolutions, the President shall not have the authority, acting alone, to
issue or authorize the issuance of any shares of the corporation, withdraw, transfer, or otherwise remove funds from any bank account
of the corporation, or take any action, execute any document, certificate, agreement, or instrument, or otherwise bind or act on behalf
of REMSleep, unless such action has been reviewed and expressly approved in writing by both the Secretary and the Treasurer.
RESOLVED
FURTHER, that this limitation applies solely to the President and shall not be construed to limit, restrict, or modify the authority
of any other officer of the corporation except as otherwise provided by the corporation’s Memorandum, By-Laws, Articles of Incorporation,
applicable law, or other duly adopted resolutions.
RESOLVED
FURTHER, that any actions taken by the President prior to the date of the foregoing resolutions are hereby ratified, confirmed, and approved
only to the extent that such actions were properly authorized and within the authority conferred by the corporation’s Memorandum,
By-Laws, Articles of Incorporation, applicable law, and these resolutions.
It
is hereby certified by the undersigned that the foregoing resolutions were duly passed by the Board of Directors of the above-named Company
on the June 1, 2026, in accordance with the Memorandum, By-Laws, and Articles of Incorporation of the Company, and the laws and by-laws
governing the Company, and that said resolutions have been duly recorded in the Minute Book and are in full force and effect.
| /s/
Sanja Pekovic |
|
| Sanja
Pekovic – leaving President |
|
| |
|
| /s/
Peter Downey |
|
| Peter
Downey – incoming President |
|
| Board Resolution | | Page 1 of 1 |
| | | |
