UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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(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:
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| 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 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 1.01 | Entry into a Material Definitive Agreement. |
Effective as of November 7, 2022, Reviv3 Procare Company (the “Company”) entered into an amendment (the “Amendment”) to the Voting Agreement, effective as of June 16, 2022 (the “Voting Agreement”), by and among the Company, Intrepid Global Advisors, Inc. (“Intrepid), and Axil & Associated Brands Corp. (“Axil”), to revise the securities exempted from the term “New Securities,” as defined in the Voting Agreement. Following the Company’s acquisition of certain of Axil’s assets in June 2022, Axil holds a majority of the Company’s outstanding common stock. Jeff Toghraie, Chairman and Chief Executive Officer of the Company, is a managing director of Intrepid, which is also a stockholder of both the Company and Axil.
The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| 10.1 | Amendment Number 1 to Voting Agreement, dated November 7, 2022, by and among Reviv3 Procare Company, Intrepid Global Advisors, Inc., and Axil & Associated Brands Corp. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| REVIV3 PROCARE COMPANY | ||
| Date: November 9, 2022 | By: | /s/ Jeff Toghraie |
| Name: | Jeff Toghraie | |
| Title: | Chairman & Chief Executive Officer | |
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