RTSL Rapid Therapeutic Science Laboratories


Data from SEC filings
Employee count

Shareholder alignment

Proxy contests and exempt solicitations in last 3 years

No recent proxy contest or exempt solicitation filings from shareholders.

Vote support at last AGM

As previously disclosed in the Information Statement, effective on January 11, 2022, our Chief Executive Officer and director, Donal R. Schmidt, Jr. (through Diamond Head Ventures, LLC, which entity he owns and controls), Sean P. Berrier, our Senior Vice President (a non-executive officer position), and J. Scott Suggs, a member of the Company’s Board of Directors (collectively, the “Majority Shareholders”), who collectively beneficially owned of record 103,569,894 shares of common stock voted 99,569,894 shares of the Company’s common stock, representing 51.4% of the outstanding shares of the Company’s common stock as of such date, executed a written consent in lieu of a special meeting of shareholders (the “Majority Shareholder Consent”), approving the actions described below, which had previously been approved by the Board of Directors of the Company (the “Board”) on January 7, 2022 (the “Corporate Actions”):

·the adoption of the First Amended and Restated Rapid Therapeutic Science Laboratories, Inc. 2020 Equity Incentive Plan;

·the grant of discretionary authority for our Board of Directors, without further shareholder approval, to effect a reverse stock split of all of the outstanding common stock of the Company, by the filing of an amendment to our Articles of Incorporation (the “Reverse Amendment”) with the Secretary of State of Nevada, in a ratio of between one-for-two and one-for-fifty, with the Company’s Board of Directors having the discretion as to whether or not the reverse split is to be effected, and with the exact exchange ratio of any reverse split to be set at a whole number within the above range as determined by the Board of Directors in its sole discretion, at any time before the earlier of (a) December 31, 2022; and (b) the date of the Company’s 2022 annual meeting of shareholders; and

·to approve the filing of an amendment to the Company’s Articles of Incorporation to increase the number of our authorized shares of common stock from 750,000,000 to 800,000,000 (the “Amendment”).

The Board did not solicit proxies for the special meeting or the vote. There were no broker non-votes, no votes were withheld, and no votes were voted against or abstained, in connection with the Corporate Actions described above, as only the Majority Shareholders voted.

The voting results for the approval of the Amendment via the Majority Shareholder Consent were as follows:

ForWithheldAbstainedBroker Non-Votes

In accordance with Rule 14c-2 of the Securities Exchange Act of 1934, as amended, the Corporate Action will become effective no earlier than twenty days after the date the Information Statement was made available to shareholders, provided that because we are making the Information Statement available on the Internet and providing notice of such availability to shareholders, and pursuant to the approval provided by the Majority Shareholder Consent, the Corporate Actions will become effective no earlier that forty (40), days after such Information Statement has been made available, which date we anticipate being February 28, 2022.

The Amendment will become effective upon its filing with the Secretary of State of Nevada thereafter and the Reverse Amendment will become effective only when, and if, approved by the Board of Directors, and thereafter upon its filing with the Secretary of State of Nevada.