S-1: RemSleep Holdings Files for $2.9 Million Stock Resale by Quick Capital

RemSleep Holdings seeks to register 300 million shares for resale by Quick Capital, aiming to raise up to $2.9 million.

Summary

• RemSleep Holdings, Inc., filed a registration statement with the SEC on February 1, 2024, to register up to 300,000,000 shares of its common stock for resale.
• These shares may be purchased by Quick Capital, LLC, under a Purchase Agreement dated December 15, 2023.
• The company will receive proceeds from the sale of shares to Quick Capital, with the price set at 70% of the lowest-traded price during the 15 business days before a purchase notice, but not below $0.001 per share.
• If issued presently, the 300,000,000 Purchase Shares registered for resale by Quick Capital would represent approximately 17.03% of our then-issued and outstanding shares of Common Stock, as of the date of this Prospectus.
• The company intends to use any proceeds from the Purchase Agreement for marketing, research and development, regulatory compliance, inventory, professional fees, and general corporate purposes.
• The company's common stock is quoted on the OTCQB market under the symbol RMSL, with a closing price of $0.0094 on January 31, 2024.
• The offering is considered highly speculative due to the risks involved, including the superior voting rights of Series C Preferred Stock held by the CEO.

Sentiment

Score: 3

Explanation: The document presents a speculative offering with significant risks, a history of losses, and dependence on future financing, resulting in a negative sentiment.

Positives

• The company has a patented DeltaWave CPAP interface designed for improved patient comfort and compliance.
• The company intends to use proceeds for marketing and R&D.
• The company has 30 years of sleep-industry experience.

Negatives

• The company has a history of losses and may incur future losses, which may prevent it from attaining profitability.
• The company's auditor has raised substantial doubt about its ability to continue as a going concern.
• The CEO's Series C Preferred Stock grants him 81% of the voting power, posing a risk to common stockholders.
• The company has limited experience marketing and selling its DeltaWave CPAP device.
• The company's common stock is currently quoted on the OTCQB, is a penny stock, and is thinly traded, potentially reducing your ability to liquidate your investment in us.

Risks

• The company will need additional capital to fund its operations.
• There is substantial doubt about the company's ability to continue as a going concern.
• The company will face intense competition in its market.
• The company is dependent on the continued services and performance of its chief executive officer.
• The company's common stock is currently quoted on the OTCQB, is a penny stock, and is thinly traded, potentially reducing your ability to liquidate your investment in us.
• The company has had a history of losses and may incur future losses, which may prevent it from attaining profitability.
• The company has limited experience marketing and selling its DeltaWave CPAP device.
• The company faces the risk of product liability claims.
• The company's products are subject to extensive government regulation and oversight both in the United States and abroad.
• The company has shares of preferred stock that have special rights that could limit its ability to undertake corporate transactions, inhibit potential changes of control and reduce the proceeds available to its common stockholders in the event of a change in control.
• The company has never paid and does not intend to pay cash dividends.
• The company's sole director and chief executive officer has the ability to control all matters submitted to stockholders for approval, which limits minority stockholders ability to influence corporate affairs.

Future Outlook

The company intends to raise additional capital through equity and debt financings as needed, though there cannot be any assurance that such funds will be available to us on acceptable terms, on an acceptable schedule, or at all.

Management Comments

• The primary issue that we have addressed with the DeltaWave is the work of breathing component.
• We believe that our DeltaWave is designed to effectively address the stubborn issues that continue to affect a patient's ability to comply with treatment.

Industry Context

The sleep technology devices market is expected to increase by approximately 18% annually from 2023 through 2032.

Comparison to Industry Standards

• ResMed is the market leader (45% of market share), followed by Philips (30%), and Fisher/Paykel (12%).
• Our DeltaWave product will have to compete with surgical procedures, nerve stimulation devices and dental appliances designed to treat sleep apnea-related respiratory conditions for market acceptance and market share.

Related Party Transactions

• The Company has received support from parties related through common ownership and directorship.
• The Company executed a new employment agreement with Mr. Wood on April 1, 2022.
• On September 6, 2023, the Company entered into an intellectual property assignment agreement (the IP Purchase Agreement) with Mr. Wood, pursuant to which the Company has agreed to issue to Mr. Wood a total of 2,000,000 shares of Series C Preferred Stock.

Stakeholder Impact

• The offering is considered highly speculative and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment.

Next Steps

• The company intends to use the proceeds, if any, from the Purchase Agreement for marketing and advertising; lab studies/testing; research and development; regulatory compliance; inventory; professional fees; and general corporate purposes and working capital requirements in our sole discretion.

Key Dates

Keywords

RemSleep Holdings, Quick Capital, common stock, resale, registration statement, DeltaWave, CPAP, OTCQB, RMSL, offering