form8-k.htm
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)
March
26, 2010
____________________________
TRIST
HOLDINGS, INC.
(Exact
name of registrant as specified in charter)
Delaware
(State or
other Jurisdiction of Incorporation or Organization)
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0-52315
(Commission
File Number)
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20-1915083
(IRS
Employer Identification No.)
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PO
Box 4198
Newport
Beach, CA
92661
(Address
of Principal Executive Offices and zip code)
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(949)
903-0468
(Registrant’s
telephone number,
including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of 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(b) under the Exchange Act (17 CFR
240.14a-12(b))
[ ] 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))
Safe Harbor Statement under
the Private Securities Litigation Reform Act of 1995
Information
included in this Form 8-K may contain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). This
information may involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of Trist
Holdings, Inc. (“Trist”) and Z&Z Medical Holdings, Inc. (“Z&Z”)
(collectively, Trist and Z&Z are referred to herein as the “Companies”) to
be materially different from future results, performance or achievements
expressed or implied by any forward-looking
statements. Forward-looking statements, which involve assumptions and
describe future plans, strategies and expectations of the Companies, are
generally identifiable by use of the words “may,” “will,” “should,” “expect,”
“anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of
these words or other variations on these words or comparable
terminology. Forward-looking statements are based on assumptions that
may be incorrect, and there can be no assurance that any projections or other
expectations included in any forward-looking statements will come to
pass. The actual results of the Companies could differ materially
from those expressed or implied by the forward-looking statements as a result of
various factors. Except as required by applicable laws, Trist
undertakes no obligation to update publicly any forward-looking statements for
any reason, even if new information becomes available or other events occur in
the future.
Item
1.01 Entry into a Material Definitive Agreement.
On March
26, 2010, Trist Holdings, Inc., a Delaware corporation (“Trist”), entered into
an Agreement and Plan of Merger (“Merger Agreement”) with Z&Z Merger
Corporation, a Delaware corporation and wholly-owned subsidiary of Trist
(“MergerCo”), and Z&Z Medical Holdings, Inc., a Delaware corporation
(“Z&Z”).
Under the
Merger Agreement, if all conditions are satisfied or waived: (a) MergerCo will
be merged with and into Z&Z; (b) Z&Z will become a wholly-owned
subsidiary of Trist; (c) all holdings of Z&Z shares, warrants and options
will be exchanged (or assumed, in the case of warrants and options) for
comparable securities of Trist; and (d) approximately 98% of the beneficial
ownership of Trist shares (on a fully-diluted basis) will be owned by Z&Z
stockholders, warrant holders and option holders (the “Merger”). Upon
consummation of the Merger, the combined entity will be solely engaged in
Z&Z’s business, Z&Z’s officers will become the officers of Trist and
three of Z&Z’s directors will become members of Trist’s 7-member board of
directors (which will have two vacancies following the Merger).
The
Merger Agreement is included as Exhibit 2.1 to this Current Report and is the
legal document that governs the Merger and the other transactions contemplated
by the Merger Agreement. The discussion of the Merger Agreement set
forth herein is qualified in its entirety by reference to Exhibit
2.1.
Trist is
authorized to issue 2,000,000,000 shares of common stock, par value $0.0001 per
share. Before the closing of the Merger, Trist’s certificate of
incorporation will be amended to authorize the issuance of up to 108,695,707
shares of Super-Voting Common Stock. Approximately 9.3 shares of
Super-Voting Common Stock will be issued for each outstanding share of Z&Z
common
stock
pursuant to the Merger. Each such share of Super-Voting Common Stock
will be convertible into 50 shares (subject to proportional reduction for a
contemplated 200-for-1 reverse stock split of Trist’s shares planned to be
effected as soon after the closing of the Merger as related corporation and
securities law requirements are satisfied (the “Reverse Stock Split”)) of Trist
common stock, and will be automatically converted, at such time as Trist, by
virtue of having amended its certificate of incorporation to effect the Reverse
Stock Split, has enough authorized shares to cover all such
conversions. Each Z&Z common share will in effect have been
converted into approximately 2.32 shares of Trist common stock.
The
holders of shares of Super-Voting Common Stock will be entitled to vote together
with the holders of Trist common stock, as a single class, upon all matters
submitted to stockholders for a vote. Each share of Super-Voting Common Stock
will carry a number of votes equal to the number of shares of Trist common stock
issuable as if converted at the record date.
All
existing Z&Z warrants and options will be assumed and replaced by comparable
warrants and options of Trist. For each warrant or option share
purchasable upon exercise of a Z&Z warrant or option, following the Reverse
Stock Split approximately 2.32 shares of Trist common stock will be
purchasable. For each such purchasable share of Trist common stock,
the current warrant or option exercise price will be divided by approximately
2.32. The other terms and conditions of the warrants and options,
including exercise procedures, any vesting requirements and expiration dates,
will remain essentially the same.
The
ownership interests of the Z&Z stockholders and the current Trist
stockholders will be subject to dilution in connection with the reservation of
shares to be issued pursuant to options and other incentive awards to be granted
from time to time after the Merger and the issuance of shares of common stock
upon the conversion and/or exercise of the securities to be issued in the
Capital Raise Transaction (as defined below).
In
connection with the Reverse Stock Split, Trist’s board of directors may, in its
discretion, provide special treatment to certain Trist stockholders to preserve
round lot holders (i.e., holders owning at least 100 shares prior to the Reverse
Stock Split) after the Reverse Stock Split. Trist’s board of
directors may elect, in its discretion, to provide such special treatment to the
record holders of Trist’s common stock only on a per certificate basis or more
generally to the beneficial holders of Trist’s common stock. For
example, if Trist’s board determines to provide such special treatment to record
holders only, the record holders of Trist common stock holding a certificate
representing 20,000 or fewer shares of common stock but at least 100 shares of
common stock would receive 100 shares of common stock after the Reverse Stock
Split with respect to each such certificate, and record holders holding a
certificate representing less than 100 shares of common stock would not be
affected and would continue to hold a certificate representing the same number
of shares as such stockholders held before the Reverse Stock
Split. In the alternative, if Trist’s board determines to provide
such special treatment to beneficial holders generally, the beneficial holders
of Trist common stock beneficially holding 20,000 or fewer shares of common
stock but at least 100 shares of common stock would receive 100 shares of Trist
common stock after the Reverse Stock Split, and persons beneficially holding
less than 100 shares of Trist common stock would not be affected by the Reverse
Stock Split and would continue to hold the same number of shares as such
stockholders held before the Reverse Stock Split. The terms and
conditions of special treatment afforded to Trist stockholders to
preserve
round
lot stockholders, if any, including the record dates for determining which
stockholders may be eligible for such special treatment, will be established in
the discretion of Trist’s board of directors.
Subject
to the closing of the Merger, it is intended that Trist will issue, pursuant to
a proposed Securities Purchase Agreement to be entered into immediately
following the closing of the Merger, 2.5% Senior Secured Convertible Notes,
having a total principal amount of $1,500,000 (the “Notes”), to KOM Capital
Management, LLC, a private investment firm (“KOM”) or its related parties or
assignees (the “Capital Raise Transaction”), to obtain necessary operating
capital to implement Z&Z’s business plan. The Notes will pay 2.5% interest
per annum with a maturity of 4 years after the closing of the Capital Raise
Transaction. No cash interest payments will be required, except that
accrued and unconverted interest shall be due on the maturity date and on each
conversion date with respect to the principal amount being converted, provided
that such interest may be added to and included with the principal amount being
converted.
The
closing of the Capital Raise Transaction will be subject to, among other things:
the filing with the Securities and Exchange Commission of an information
statement under Rule 14(c) under the Exchange Act covering, among other things,
Trist stockholder approval of the Reverse Stock Split; no event that would have
a material adverse effect on Trist’s operations shall have taken place since the
agreement’s signing; and the delivery of required documents by
Trist.
Each Note
will be convertible at any time into Trist common stock at a specified
conversion price, which will initially be $0.38 per share. Immediate
conversion of the Notes would result in the holders receiving 3,947,178 shares
of Trist common stock. Under Common Stock Purchase Warrant
Agreements, the purchasers of the Notes will receive Warrants to purchase up to
1,973,589 shares of Trist common stock at an exercise price equal to $0.38 per
share (the “Warrants”). The Warrants may be exercised on a cashless
basis under which a portion of the shares subject to the exercise are not issued
in payment of the purchase price, based on the then fair market value of the
shares.
All of
Trist’s obligations under the Notes will be secured by first priority security
interests in all of the assets of Trist and of Z&Z, including their
intellectual property, pursuant to a Security Agreement and an Intellectual
Property Security Agreement to be entered into by the Note purchasers. Upon an
event of default under the Notes or such agreements, the Note holders may be
entitled to foreclose on any of such assets or exercise other rights available
to a secured creditor under California and Delaware law. In addition,
under a Subsidiary Guarantee, Z&Z will guarantee all of Trist’s obligations
under the Notes.
The Notes
may not be prepaid, or forced by Trist to be converted in connection with an
acquisition of Trist, except in a limited case more than one year after the Note
issuance where the average Trist stock trading price for 30 days on a national
trading market other than the OTCBB is at least three times the conversion
price, in which event the Note holders may elect to receive at least double the
unpaid principal amounts in cash and other requirements are
satisfied. In such case, there could also be a forced cashless
exercise of the Warrants subject to similar requirements and optional cash
payments to the Warrant holders of at least double the exercise prices of their
Warrants.
The Note
conversion price and the Warrant exercise price will be subject to specified
adjustments for certain changes in the numbers of outstanding shares of Trist
common stock, including
conversions
or exchanges of such. If Trist shares are issued, except in specified
exempt issuances, for consideration which is less than the then existing Note
conversion or Warrant exercise price, then such conversion or warrant price will
be reduced by anti-dilution adjustments. For the first $400,000 of
such “Dilutive Issuances,” the reduction will be made on a weighted average
basis, taking into account the relative magnitudes of any Dilutive Issuance
relative to the total number of outstanding shares. However, any
further Dilutive Issuance would be subject to a “full ratchet” adjustment that
generally reduces the conversion or exercise price to equal the price in the
Dilutive Issuance, regardless of the size of the Dilutive Issuance.
Under the
Registration Rights Agreement to be entered into with the Note purchasers, Trist
will be obligated promptly after the consummation of the Capital Raise
Transaction, at its expense (other than to pay the initial filing expense which
will be paid by the purchasers), generally to file, process and keep open a
registration statement under the Securities Act covering all shares that are or
may be issued upon conversions of the Notes or exercises of the Warrants, and to
qualify resales of such shares under certain state securities
laws. If the registration statement is not timely filed, it does not
become effective within a specified time or its effectiveness is not maintained
as specified in the agreement, Trist may owe liquidated damage amounts to Note
purchasers.
Under the
Securities Purchase Agreement, if the Company meets three specified operating
benchmarks during the first twelve months after the closing of the first Note
purchase, an additional $1,500,000 in Note purchases (without Warrants) can be
requested by Trist from the Note purchasers. The determination of
whether Trist has met the benchmarks is solely at the discretion of the Note
holders. If the benchmarks are determined to have been achieved, then
Trist can require the purchasers to make the additional $1,500,000 of Note
purchases. If such benchmarks are not attained in the 12-month
period, then the Note purchasers, in their discretion, during the next two
months may elect to purchase up to $1,500,000 of Notes (without Warrants) having
an initial conversion price which is 25% higher than the conversion price in the
original Notes.
Z&Z
is currently in the final stages of documenting the results of its first
laboratory study, a proof-of-concept animal study performed at UCLA in the
Atherosclerosis Research Laboratory, and believes that the results are
significant in demonstrating the pharmacology recognized in the research
previously conducted in the development of its intellectual
property. Upon completion of the Capital Raise Transaction, Z&Z
and Trist plan on using the proceeds to develop and execute two progressive
laboratory studies at Cedars-Sinai Medical Center and in cooperation with UCLA,
set to commence in May 2010. These studies are expected to cost
approximately $400,000 and take 6-8 months to complete, and an additional 3–4
months to determine the final results. Along with these studies, the
companies plan on using the proceeds from the Capital Raise Transaction to
develop Z&Z’s intellectual property rights, obtain a completed Freedom to
Operate opinion from patent counsel and set up a modest corporate
headquarters. A portion of the proceeds from the Capital Raise
Transaction will also be used to pay $250,000 owed by Trist to the two principal
stockholders of Trist, Woodman Management Corporation and Europa International,
Inc., and to reimburse them for legal and accounting fees and other expenses
incurred by them and Trist in connection with the Merger and the Capital Raise
Transaction.
Pursuant
to the Merger Agreement, at the closing of the Merger, and subject to applicable
regulatory requirements, including the preparation, filing and distribution to
Trist’s stockholders of a
Schedule
14(f)-1 Notice to Stockholders at least ten (10) days prior to such closing,
Thomas Gardner will become Trist’s Chief Executive Officer and President and
Mark Selawski will be its Chief Financial Officer and
Secretary. Those individuals presently hold the same offices of
Z&Z.
The
directors of Trist will be determined following the closing of the Merger
closing pursuant to the Merger Agreement and a Voting Agreement to be entered
into at the time of the closing (the “Voting Agreement”) by the current Z&Z
directors and officers (known therein as the “Z&Z Managers”) and by the two
largest existing stockholders of Trist. Together, such parties to the
Voting Agreement will hold a majority of the outstanding shares of Trist common
stock following the closing of the Merger and under that agreement will be
obligated to vote for the directors determined as described
below. The authorized number of Trist directors will be
seven. Those will initially include three present members of the
Z&Z board of directors—Thomas Gardner, Boris Ratiner and Filiberto
Zadini—whose replacements will be determined under the terms of the Voting
Agreement by the holders of a majority of the Trist shares held by the Z&Z
Managers. Two other directors will be Gary Freeman, who is presently
a member of the Trist board of directors, and Chaim Davis, and their
replacements will be determined under the Voting Agreement by the holders of a
majority of the Trist shares held by purchasers of Notes in the Capital Raise
Transaction. The final two directors, and their replacements, will be
determined jointly by the holders of a majority of the outstanding shares held
by the Z&Z Managers and by the holders of a majority of the shares held by
purchasers of Notes in the Capital Raise Transaction.
Additional
information concerning Thomas Gardner, Mark Selawski, Boris Ratiner, Filiberto
Zadini and Chaim Davis will be included in the Schedule 14(f)-1 Notice to
Stockholders which will be filed with the SEC and mailed to stockholders at
least ten (10) days prior to the closing of the Merger.
In the
Merger Agreement, Z&Z and Trist have each made standard and customary
representations and warranties to each other, and standard covenants regarding
the conduct of their respective operations pending the closing of the
Merger. The Companies’ obligations to consummate the Merger are
subject to certain conditions, any of which may be waived.
Conditions
to either side closing include, without limitation:
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Trist
and the applicable purchasers shall have entered into a binding agreement
for the purchase of $1.5 million of Trist’s senior secured convertible
notes in the Capital Raise Transaction, with the purchase price having
been funded into an escrow account;
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The
Voting Agreement shall have been entered
into;
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Since
the date of the Merger Agreement, there shall have been no event(s) that
could reasonably be expected to have a material adverse effect on the
other party;
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Trist
shall have obtained a directors and officers liability policy covering its
officers and directors providing at least $5 million of coverage;
and
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The
closing shall have taken place by April 30,
2010.
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If Trist
shall terminate the Merger Agreement due to the failure of the closing to have
occurred by April 30, 2010 (provided that any delay shall not have been a result
of the failure of Trist to perform its pre-closing obligations under the Merger
Agreement), a breach or misrepresentation by Z&Z, the occurrence of a
material adverse effect on Z&Z or a failure of at least 90% of Z&Z’s
stockholders to approve the Merger, or if either side terminates dues to a
governmental entity issuing
an order
or ruling or taking an action permanently prohibiting the Merger, and Z&Z
consummates a debt or equity financing of at least $500,000 within six months
following such termination, then Z&Z shall reimburse the costs and fees of
certain parties related to Trist in an aggregate amount not to exceed
$150,000.
Trist’s
obligation to close the Merger will be subject to the further conditions that,
without limitation:
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Z&Z
shall have delivered finally approved audited financial
statements;
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The
merger shall have been approved by the holders of at least 90% of
Z&Z’s outstanding shares; and
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No
Z&Z stockholder shall have demanded to exercise statutory appraisal
rights with respect to the Merger.
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Trist and
Z&Z have each agreed to continue to operate their business in the ordinary
course prior to the Exchange.
The
Merger Agreement may be terminated as follows: (i) by mutual consent, (ii) by
either party if any governmental entity shall have issued an order or taken any
other action permanently enjoining or prohibiting the Merger, and such order
shall have become final and nonappealable, (iii) if the Merger is not
consummated by April 30, 2010, (iv) by either party if an event having a
material adverse effect on the other party shall have occurred, (v) by either
party if the other is in material breach of any representation, warranty,
covenant or agreement, or (vi) by Trist if Z&Z stockholders do not approve
and adopt the Merger. In the event of termination, both parties are responsible
for their expenses, except that Trist may retain the $50,000 deposit paid by
Z&Z in the event Trist terminates the Merger Agreement as a result of a
breach by Z&Z.
The
directors of Trist have approved the Merger Agreement and the transactions
contemplated thereunder. The directors of Z&Z and the holders of
approximately 78.6% of the outstanding shares of Z&Z have approved the
Merger Agreement and the transactions contemplated thereunder.
The
issuance of the Notes, Warrants, shares of Super-Voting Common Stock to the
Z&Z stockholders in the Merger and, upon conversion or exercise of such
Notes, Warrants and/or shares of Super-Voting Common Stock, the shares of Trist
common stock issuable upon such conversion or exercise (“Conversion Shares”), is
intended to be exempt from registration under Rule 506 promulgated under the
Securities Act.
Business of
Trist
Trist is
currently a shell company with nominal assets.
Business of
Z&Z
Z&Z
Medical Holdings, Inc. was incorporated as a Delaware corporation on November
30, 2009. On March 3, 2010, Z&Z Medical Holdings, Inc., a Nevada
corporation, was merged into Z&Z (Delaware). Z&Z (Delaware) at that time
was assigned and assumed all of the assets and liabilities of Z&Z (Nevada)
by operation of law, and all outstanding shares, and warrants and options to
acquire
shares,
of Z&Z (Nevada) were exchanged for the same number and types of Z&Z
(Delaware) shares, warrants and options. Historical references below
to “Z&Z” or “the Company” refer to Z&Z (Nevada) before March 3,
2010.
Z&Z
has exclusive rights to certain IP consisting of pharmological compounds and
delivery systems for the treatment of cardiovascular disease. The Company’s
exclusive rights to the IP are derived through assignment agreements by and
between the Company and its founders Giorgio Zadini and Filiberto Zadini. The
Company plans to develop commercial relationships with third parties for the
development, marketing and sale of products based on the IP and to derive
revenue through the licensing of the IP. Prior to entering into such licensing
agreements, the Company plans to further establish the curative aspects of and
the licensing value of the IP reflective of the global market size and impact
that its patents-pending pharmacological compounds and delivery systems will
have on the world’s largest healthcare market, the cardiovascular diseases
market.
The
Company’s research indicates that the Company’s patents-pending pharmacological
compounds have both curative properties (i.e. properties capable of causing
regression of existing plaques) and prophylactic properties in a number of
cardiovascular diseases. The Company’s proprietary pharmacological compounds
cause a process called delipidization, i. e. removal of fatty compounds
(including cholesterol of atherosclerotic plaques from the body’s arteries and
from other tissues).
Z&Z’s
executive offices are located at 14 Chantonnay, Laguna Niguel, CA
92677.
While
Z&Z’s management believes that it has the opportunity to be successful in
the pharmacological industry, there can be no assurance that Z&Z will be
successful in accomplishing its business initiatives, or that it will be able to
achieve any significant levels of revenues, or recognize net income, from the
sale of its products and services.
Item
9.01 Financial Statements and Exhibits.
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(a)
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Financial statements
of business acquired. None.
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(b)
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Pro forma financial
information. None.
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(c)
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Shell
company transactions. Not
applicable.
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2.1
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Agreement and Plan
of Merger Agreement dated March 26, 2010, among Trist Holdings,
Inc., Z&Z Merger Corporation and Z&Z Medical Holdings,
Inc.
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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.
Trist
Holdings, Inc.
Date: March
31,
2010 By: /s/ Eric
Stoppenhagen_____________________
Eric
Stoppenhagen
Interim
President
Exhibit
Number Description of
Exhibit
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2.1
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Agreement and Plan
of Merger Agreement dated March 26, 2010, among Trist Holdings,
Inc., Z&Z Merger Corporation and Z&Z Medical Holdings,
Inc.
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