DEF 14C: Company Approves Reverse Stock Split, Rebranding, and Governance Overhaul

Sentiment:

Corporate Actions Update 15 July 2025 9:01 PM

📋All filings for Ludwig Enterprises, INC

Shareholders have approved a reverse stock split, a corporate name change to Revealia Diagnostics, Inc., and significant amendments to corporate governance documents to facilitate a potential Nasdaq listing.

Summary

Approved a reverse stock split of outstanding common stock at a ratio between 1-for-50 and 1-for-250, with the Board of Directors authorized to designate the exact ratio.
Approved changing the company's name from Ludwig Enterprises, Inc. to Revealia Diagnostics, Inc.
Ratified all past corporate actions pertaining to Convertible Preferred Stock, including common stock issuances, reverse stock splits in 2009, 2011, and 2012, and appointments of current officers and directors, as well as any other defective or irregular corporate actions.
Ratified all past corporate actions pertaining to Common Stock, including reverse stock splits in 2009, 2011, and 2012, the formation and issuance of convertible preferred stock on December 13, 2022, and July 1, 2022, and any additional defective corporate actions.
Approved modifications to the existing rights and preferences of the Convertible Preferred Stock, clarifying conversion mechanics (at holder discretion, upon Public Offering or Qualified Sale approval) and setting a conversion ratio of 30 shares of Common Stock per Preferred Stock, with preferred stock to be retired upon conversion.
Approved the Amended and Restated Articles of Incorporation to clarify and modernize governance documents, align with Nevada Revised Statutes, and facilitate the company's ability to operate as a public company and list on Nasdaq.
These actions were approved by written consent of holders representing 91.12% of the company's aggregate voting power as of June 16, 2025.
The corporate actions are expected to become effective on or about August 4, 2025.

Sentiment

Score: 6

Explanation: The company is undertaking significant corporate restructuring and strategic rebranding aimed at improving its market position and attracting investors, which are positive steps. However, the history of multiple reverse stock splits and the need to ratify 'defective' past corporate actions introduce concerns about past operational or governance stability. The strong control by preferred shareholders also presents a potential long-term consideration for common stock investors.

Positives

The reverse stock split and corporate governance updates are intended to enhance the company's ability to obtain an initial listing on the Nasdaq Capital Market.
The name change to Revealia Diagnostics, Inc. is expected to better reflect the company's current and future business operations and strategies in mRNA genomics, machine learning AI, and chronic inflammation diagnostics.
Clarification and modernization of corporate governance documents aim to provide a structure more appropriate for a Nasdaq-listed corporation.
Ratification of past corporate actions addresses potential non-compliance issues, providing legal clarity and stability.
Modification of Convertible Preferred Stock rights reduces potential ambiguities and further facilitates national exchange listing.

Negatives

The need to ratify 'defective or irregular corporate actions' suggests past operational or governance issues.
There is no assurance that the reverse stock split will result in the intended increase in per-share market price or that the stock price will not decrease in the future.
Shareholders are not afforded dissenters' or appraisal rights with respect to the approved amendments.
The superior voting rights of the Convertible Preferred Stock holders (81.25% of voting power) allow them to control the management and affairs of the company, potentially limiting the influence of common shareholders.
The company has a history of multiple reverse stock splits (2009, 2011, 2012), which can sometimes indicate persistent low stock prices or financial challenges.

Risks

The reverse stock split may not achieve the desired increase in per-share market price or enable the company to meet or maintain Nasdaq listing requirements.
Other factors, such as financial results, market conditions, and market perception, could adversely affect the market price of the common stock despite the reverse split.
FINRA approval is required for the corporate name change to be recognized for trading purposes, and there is no guarantee of timely approval.
The ratification of past 'defective or irregular corporate actions' may not fully mitigate all associated risks or liabilities from those historical issues.
The significant control exerted by Convertible Preferred Stock holders could lead to decisions that are not perceived as being in the best interest of common shareholders.

Future Outlook

The company intends to apply for an initial listing on the Nasdaq Capital Market, with the reverse stock split aimed at meeting minimum bid price requirements and attracting a broader range of institutional investors. The corporate name change to Revealia Diagnostics, Inc. is intended to better reflect the company's strategic focus on mRNA genomics, machine learning AI technology, and solutions for chronic inflammation.

Management Comments

"The Company, primarily conducted its operations in mRNA genomics and machine learning AI technology, believes that, with its recently announced product rebranding, a change in corporate name will better reflect its current and future business operations and strategies."
"The Company’s mission is to identify, monitor and create solutions to prevent chronic inflammation, the causative agent of illnesses, such as cancer and heart disease, which are responsible for more than 50% of deaths worldwide."
"We believe that the Reverse Stock Split will enhance our ability to obtain an initial listing on Nasdaq."
"We believe that the Reverse Stock Split will make our common stock a more attractive to a broader range of institutional investors, professional investors and other members of the investing public."

Industry Context

The company's strategic shift and rebranding towards 'Revealia Diagnostics, Inc.' and its stated mission in mRNA genomics, machine learning AI, and chronic inflammation diagnostics align with significant trends in the biotechnology and healthcare sectors. These areas are experiencing rapid innovation and investment, driven by advancements in precision medicine, AI-driven drug discovery, and a growing focus on preventative health and chronic disease management.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Officers and Directors	NA	NA	NA	Ratification of appointments of current officers and directors, not new changes.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Articles of Incorporation Amendment	Adoption of Amended and Restated Articles of Incorporation to clarify and modernize governance, align with Nevada Revised Statutes, and facilitate public company operations and Nasdaq listing.	On or about August 4, 2025	Streamlines corporate structure, enhances transparency, and aligns with requirements for national exchange listing.
Capital Stock Structure Clarification	Clarified authorized capital stock to consist of 1,250,000,000 common shares and 7,000,000 preferred shares, with 7,000,000 designated as Convertible Preferred Stock.	On or about August 4, 2025	Provides clear definition of the company's authorized share capital.
Convertible Preferred Stock Rights Modification	Clarified conversion mechanics (at holder discretion, upon Public Offering or Qualified Sale approval), set conversion ratio to 30 common shares per preferred, and stipulated preferred stock will be retired upon conversion (previously reissuable).	On or about August 4, 2025	Reduces ambiguities in preferred stock terms and facilitates potential national exchange listing.
Director Election Procedures	Number of directors to be fixed by bylaws; election of directors need not be by written ballot.	On or about August 4, 2025	Provides flexibility in board size and election process, aligning with common corporate practices.
Bylaws Authority	Clarified that the Board of Directors may adopt bylaws and confer powers upon itself.	On or about August 4, 2025	Formalizes the Board's authority over corporate bylaws.
Indemnification Provisions	Company will indemnify current and former directors and officers to the fullest extent allowed by Nevada law, including advancement of legal expenses, as a contractual right that cannot be reduced retroactively.	On or about August 4, 2025	Provides robust protection for directors and officers, potentially attracting and retaining qualified individuals.
Director Liability Limitation	Eliminated directors' personal liability for monetary damages to the fullest extent permitted by Nevada law, with this protection not subject to retroactive reduction.	On or about August 4, 2025	Reduces personal risk for directors, aligning with modern corporate governance trends to encourage service.
Amendment Procedures	Company reserves the right to amend Articles of Incorporation, but indemnification and liability protections for past actions cannot be affected. Preferred Stock Designations cannot be amended after issuance except as permitted.	On or about August 4, 2025	Ensures stability of key protective provisions while allowing for future corporate adaptability.
Interested Stockholder Provisions	Company will no longer be subject to NRS 78.411-78.444 (restrictions on transactions with 10%+ shareholders) once it becomes a resident domestic corporation.	On or about August 4, 2025	Removes certain anti-takeover provisions, potentially making the company more attractive for strategic transactions.
Bylaws Amendment Authority	The Board of Directors is expressly granted exclusive power to make, amend, alter, or repeal the bylaws.	On or about August 4, 2025	Centralizes control over bylaws with the Board, allowing for more agile governance adjustments.
Ratification of Past Actions	Ratification of all corporate actions pertaining to both Common Stock and Convertible Preferred Stock, including those that 'could potentially have been noncompliant corporate actions under the NRS'.	On or about August 4, 2025	Aims to cure any past defects or irregularities in corporate actions, providing legal certainty.

Related Party Transactions

The beneficial ownership table indicates significant holdings by executive officers and directors, and entities owned by them (e.g., Marvin S. Hausman, M.D. through Barranquilla Investments, LLC, Syngen Capital LLC, Talkeetna Enterprises, Inc., Thorsyn Research LLC; Thomas Terwilliger through SH Fund and Barr Irrevocable Trust). These individuals and their affiliated entities hold substantial voting power, particularly through Convertible Preferred Stock, which grants them control over company management and affairs.

Stakeholder Impact

Shareholders (Common Stock): May experience an increase in per-share market price due to the reverse stock split, potentially facilitating a Nasdaq listing. However, there is no guarantee of sustained price increase, and their voting power is significantly influenced by Convertible Preferred Stock holders. No dissenters' rights are available for these actions.
Shareholders (Convertible Preferred Stock): Their existing rights and preferences have been clarified and modified, potentially enhancing their investment terms. They retain significant control over the company's affairs due to superior voting rights.
Employees: The name change and strategic focus could indicate a clearer business direction, potentially impacting employee morale and future opportunities within the new diagnostic focus.
Management and Board of Directors: Their past appointments and actions have been ratified, providing legal certainty. New corporate governance provisions offer enhanced indemnification and liability protection, potentially attracting and retaining talent.
Customers/Market: The name change to Revealia Diagnostics, Inc. and the stated mission in chronic inflammation diagnostics could signal a clearer and more focused product/service offering in the market.

Next Steps

The Board of Directors will designate the exact ratio for the reverse stock split and file the subsequent certificate of change with the state of Nevada.
The Board of Directors will take necessary steps to effectuate the corporate name change.
The company will file an amendment to its Articles of Incorporation to effect the reverse stock split.
The company will file an amendment to its Articles of Incorporation for the name change with the Nevada Secretary of State.
The company expects to receive FINRA's approval for the corporate name change, which will also result in a change in the CUSIP number and trading symbol.
The company will file a Current Report on Form 8-K with the SEC after the effective date of the corporate name change to provide definitive information on the new CUSIP number.
The company plans to apply for listing of its Common Stock on the Nasdaq Capital Market.

Key Dates

Date	Description
July 1, 2022	Formation and issuance of convertible preferred stock.
December 13, 2022	Formation and issuance of convertible preferred stock.
August 13, 2024	Date used for calculating percent of class for beneficial ownership, with 859,019,808 common shares outstanding (including 700,000,000 underlying preferred) and 7,000,000 preferred shares outstanding.
June 16, 2025	Record date for common stock holders; date of written consent by majority shareholders; date Board of Directors approved actions; date of resolution passed by Board regarding ratification; date of unanimous vote/written consent of Convertible Preferred Stock holders to modify rights.
July 15, 2025	Date of Chief Executive Officer's signature on the Information Statement.
July 16, 2025	On or about date for the first distribution of the Information Statement to shareholders.
August 4, 2025	On or about expected effective date of the corporate actions (20 days after Information Statement distribution).
December 31, 2025	Deadline for the Board of Directors to implement the Reverse Stock Split without seeking further stockholder approval.

Recommendation

hold

Keywords

Reverse Stock Split, Corporate Name Change, Corporate Governance, SEC Filing, Shareholder Consent, Nasdaq Listing, mRNA Genomics, Machine Learning AI, Chronic Inflammation Diagnostics, Preferred Stock, Common Stock, Nevada Corporation, Corporate Ratification

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