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): ~~December~~ 15July 2, ~~2023~~2024

REMSLEEP HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada

000-53450

47-5386867

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

14175 Icot Boulevard, Suite 300

Clearwater, Florida 33760

(Address of Principal Executive Offices)

Registrant’s telephone number, including ~~area~~ area code: ~~813~~912-~~367~~590-~~3855~~2001

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

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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 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 checkmark 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 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement.~~Events

~~Purchase~~Press ~~Agreement and Warrant~~Release

On ~~December~~July 152, ~~2023,~~2024 Remsleep Holdings, Inc. (the “Company”) provided ~~entered into~~ a ~~Purchase~~press ~~Agreement~~release ~~(the~~accounting ~~“Purchase~~that ~~Agreement”)~~it ~~with~~had ~~Quick~~been ~~Capital,~~awarded ~~LLC~~ 510(~~“Quick Cap”~~k), ~~pursuant~~Clearance toby ~~which Quick Cap has agreed to purchase from~~ the ~~Company~~Food upand toDrug ~~300,000,000~~Administration ~~shares~~for ofits ~~the~~Deltawave ~~Company’s common~~CPAP ~~stock,~~Pillows ~~par~~Interface ~~value $0~~Mask.~~001~~ ~~per~~A ~~share~~full ~~(the~~copy ~~“Common Stock”), subject to certain limitations, from time-to-time during the term~~ of the ~~Purchase~~press ~~Agreement.~~release ~~The~~is ~~term~~included ofas ~~Quick~~Exhibit Cap’s obligation to purchase the Common Stock commences on the effectiveness of a registration statement on Form S-1, to be filed by the Company (the “Registration Statement”), and ends on the earlier of (i) an event of default under the Purchase Agreement; or, (ii) 15-days written notice from one party to the other8.1

The Company may, from time-to-time and in its sole discretion, direct Quick Cap to purchase shares of the Company’s Common Stock upon the satisfaction of certain conditions set forth in the Purchase Agreement at a purchase price per share based on a discount to the market price of the Company’s Common Stock at the time of sale as computed under the Purchase Agreement(d) Exhibits. ~~Quick Cap may not assign or transfer its rights and obligations under the Purchase Agreement.~~

The Purchase Agreement prohibits the Company from directing Quick Cap to purchase any shares of Common Stock if those shares, when aggregated with all other shares of Common Stock then beneficially owned by Quick Cap, would result in Quick Cap and its affiliates exceeding 4.99% of the Company’s then outstanding equity.

Exhibit No.		Description
8.1		Press Release dated July 2, 2024.

Pursuant to the terms of the Purchase Agreement, the Company issued a three-year warrant to purchase 15,000,000 shares of Company Common Stock to Quick Cap, at a purchase price of $0.015 per share, as additional consideration for its commitment to purchase shares of the Company’s Common Stock under the Purchase Agreement (the “Warrant”). The Warrant is fully earned upon the delivery of the first put notice from the Company to Quick Cap. The Warrant provides for certain adjustments that may be made to the exercise price and the number of shares issuable upon exercise due to future corporate events. The Warrant also contains a cashless exercise feature.SIGNATURE

~~The~~Pursuant ~~foregoing~~to ~~description of~~ the ~~Purchase~~requirements ~~Agreement~~of ~~and~~ the ~~Warrant~~Securities ~~does~~Exchange ~~not~~Act ~~purport~~of to1934, bethe ~~complete~~registrant ~~and~~has isduly ~~qualified~~caused inthis ~~its~~report ~~entirety~~to bybe ~~reference~~signed toon ~~the~~its ~~Purchase~~behalf ~~Agreement~~by ~~and~~ the ~~Warrant,~~undersigned hereunto aduly ~~copy of which is attached hereto as Exhibit 10~~authorized.~~1 and Exhibit 4.1, respectively, and incorporated by reference herein.~~

Registration Rights Agreement

Date: 10 July, 2024	REMSLEEP HOLDINGS, INC.

	BY:	/S/ THOMAS J. WOOD
		Thomas J. Wood,
		Chief Executive Officer

In connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Quick Cap, dated as of December 15, 2022, pursuant to which the Company agreed to file with the Securities and Exchange Commission (the “SEC”) a registration statement to register for resale the shares of Common Stock that have been or may be issued to Quick Cap under the Purchase Agreement within 30 days of the date of the Purchase Agreement.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated by reference herein.

Item 1.02. Termination of Material Agreement.

On December 15, 2023, the Company and Janbella Group, LLC terminated a similar purchase agreement (the “Janbella Purchase Agreement”) entered into between the parties on September 18, 2023, pursuant to which Janbella Group, LLC had agreed to purchase of to 300,000,000 shares of the Company’s common stock, par value $0.001 per share, subject to certain limitations, from time-to-time during the term of the Purchase Agreement. Other than post termination obligations set forth in the Janbella Purchase Agreement, the parties have no ongoing obligations.

Item 3.02. Unregistered Shares of Equity Securities.

The applicable information contained above in Item 1.01 relating to the Purchase Agreement and the Warrant is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of Quick Cap in the Purchase Agreement, the offering and sale of the securities will be made in reliance on the exemption afforded by Section 4(2) and/or Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and corresponding provisions of state securities or “blue sky” laws. The securities will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The sale of the securities will not involve a public offering and will be made without general solicitation or general advertising. Quick Cap represented that it is an accredited investor, as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and that it is acquiring the securities as principal for its own account and not with a view to or for distributing or reselling the securities in violation of the U.S. federal securities laws.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.		Description
4.1		Form of Warrant issued to Quick Capital, LLC.
10.1		Form of Securities Purchase Agreement between Remsleep Holdings, Inc and Quick Capital, LLC
10.2		Form of Registration Rights Agreement between Remsleep Holdings, Inc and Quick Capital, LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

Date: December 18, 2023	REMSLEEP HOLDINGS, INC.
	BY:	/S/ THOMAS J. WOOD
		Thomas J. Wood,
		Chief Executive Officer

Filing Compare · RemSleep Holdings Inc.