UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
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 the 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 under the Exchange Act (17 CFR 240.14a-12) | ||
| 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)) |
Securities registered pursuant to Section 12(b) of the Exchange 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 check mark 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 2.02 | Results of Operations and Financial Condition. |
On August 22, 2023, Reviv3 Procare Company (the “Company”) issued a press release announcing its consolidated financial results for the fourth quarter ended May 31, 2023. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and in this Item 2.02 have been furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing regardless of any general incorporation language.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
Earnings Press Release of Reviv3 Procare Company, dated August 22, 2023. | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
*Management contract or compensatory plan or arrangement.
-1-
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.
| REVIV3 PROCARE COMPANY | ||
| Date: August 22, 2023 | /s/ Jeff Toghraie |
|
| Name: | Jeff Toghraie | |
| Title: | Chief Executive Officer | |
-2-
Exhibit 99.1
REVIV3 Procare Company Reports Record Fiscal Year 2023 Financial Results
| ● | Net sales (revenue) up 907% to $23.52 million for the fiscal year ended May 31, 2023, as compared to the prior year period without the AXIL® business segment |
| ● | Gross profit (as a percentage of sales) increased to 75.3% for the year, as compared to 64.5% for the prior year period |
| ● | Operating expenses as a percentage of net revenues decreased to 66.9% as compared to 73.6% for the prior year period |
LOS ANGELES, CA, August 22, 2023 (GLOBE NEWSWIRE) -- Reviv3 Procare Company (“Reviv3,” “we,” “us,” “our,” or the “Company”) (OTCQB: RVIV), an emerging global consumer products company for AXIL® hearing protection and enhancement products and Reviv3® hair and skin care products, today announced financial and operational results for the fiscal year ended May 31, 2023 (“fiscal 2023”).
“As previously disclosed in June 2022, we completed the acquisition of substantially all of the assets of Axil & Associated Brands Corp., a leader in hearing and audio enhancement and protection,” commented Jeff Toghraie, CEO. “The AXIL acquisition fundamentally changed our business model and has led to meaningful growth and laid the foundation for future long-term sustainable growth for the combined Company. As we look to the fiscal year ending 2024 and beyond, we hope to continue to build upon our business model emphasizing innovative products and operational efficiencies to pragmatically grow the business. We have a wonderful shareholder base, world class customers and committed employees – we are excited for what is to come,” stated Mr. Toghraie.
“We had a strong finish to our fiscal year and achieved the milestone of four consecutive quarters of profitability with record year-end revenues and net income,” remarked Monica Diaz Brickell, CFO. “AXIL has been beyond additive to our business and after the successful integration of AXIL and its staff, our revenue grew by an impressive 907% from the prior year. These results underscore the strength of the acquisition - a credit to the AXIL staff, our legacy staff and our management team. During fiscal 2023, we managed to increase our gross profit as a percentage of sales to over 75% from around 64% for the prior year, while reducing our operating expense to less than 67% compared to prior year’s 73% - a meaningful financial achievement. As we look to 2024, we have a goal of accelerating revenue growth and market share expansion,” concluded Ms. Brickell.
Business and Product Success Stories for fiscal 2023
Our primary business model focused on AXIL® during fiscal 2023. We continue to operate the Reviv3 brand in addition to AXIL®, but our focus in the fiscal year ending May 31, 2024 will be on AXIL®.
| ● | On June 22, 2022, we announced the acquisition of AXIL®, as noted above. |
| ● | On January 25, 2023, we announced our expanded relationship with “Bass Pro Shops®” with the introduction of “AXIL GS Extreme 2.0 Nationwide®.” |
| ● | On January 31, 2023, we announced a new distribution agreement with JAMMAS SP. O.O. for distribution of AXIL® portfolio of products in Poland. |
| ● | On February 16, 2023, we announced expanded distribution of AXIL® products through distribution agreement with “GMK Ltd.,” for United Kingdom. |
| ● | On February 22, 2023, we announced accelerated European rollout of our AXIL® product line through a new distribution agreement in Switzerland with “Tagforce AG”, which provided us with a streamlined supply chain in Europe. |
| ● | On February 28, 2023, we announced an exclusive agreement with “Berretta Holding” for distribution of AXIL® products in Australia. |
| ● | On April 17, 2023, we announced a new distribution agreement for AXIL® products with “DEFSEC SYSTEMS” for Malaysia. |
| ● | On May 1, 2023, we announced a new distribution agreement of AXIL® products with “FARM SRL” for Italy. |
| ● | On May 10, 2023, we announced the release of the next generation “XCOR True Wireless EarPro Buds®” hearing enhancement and protection by AXIL®. |
| ● | On May 15, 2023, we announced a multi-year licensing agreement with NASCAR®. |
Financial Tables
REVIV3
PROCARE COMPANY AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
| May 31, 2023 | May 31, 2022 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | 4,832,682 | $ | 373,731 | ||||
| Accounts receivable, net | 417,016 | 105,921 | ||||||
| Inventory, net | 1,311,864 | 323,388 | ||||||
| Prepaid expenses and other current assets | 801,360 | — | ||||||
| Total Current Assets | 7,362,922 | 803,040 | ||||||
| OTHER ASSETS: | ||||||||
| Property and equipment, net | 157,463 | 29,145 | ||||||
| Intangible assets, net | 382,674 | — | ||||||
| Right of use asset | 101,845 | 45,453 | ||||||
| Other assets | 12,195 | 16,277 | ||||||
| Goodwill | 2,152,215 | — | ||||||
| Total Other Assets | 2,806,392 | 90,875 | ||||||
| TOTAL ASSETS | $ | 10,169,314 | $ | 893,915 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | $ | 908,606 | $ | 458,263 | ||||
| Customer deposits | 183,688 | 16,522 | ||||||
| Equipment payable, current | 2,200 | 3,300 | ||||||
| Contract liabilities, current | 827,106 | — | ||||||
| Notes payable | 172,588 | 156,300 | ||||||
| Due to related party | 158,072 | 25,452 | ||||||
| Lease Liability, current | 65,824 | 47,166 | ||||||
| Income Tax Liability | 230,913 | — | ||||||
| Other current liabilities | 305,664 | — | ||||||
| Total Current Liabilities | 2,854,661 | 707,003 | ||||||
| LONG TERM LIABILITIES: | ||||||||
| Equipment payable | — | 2,200 | ||||||
| Lease liability, long term | 36,752 | — | ||||||
| Contract liabilities, long term | 605,942 | — | ||||||
| Total Long Term Liabilities | 642,694 | 2,200 | ||||||
| Total Liabilities | 3,497,355 | 709,203 | ||||||
| STOCKHOLDERS’ EQUITY: | ||||||||
| Preferred stock, $0.0001 par value; 300,000,000 shares authorized; 250,000,000 and no shares issued and outstanding as of May 31, 2023 and May 31, 2022, respectively | 25,000 | — | ||||||
| Common stock, $0.0001 par value: 450,000,000 shares authorized; 117,076,949 and 41,945,881 shares issued, and outstanding as of May 31, 2023 and May 31, 2022, respectively | 11,708 | 4,195 | ||||||
| Additional paid-in capital | 10,102,243 | 5,472,084 | ||||||
| Accumulated deficit | (3,466,992 | ) | (5,291,567 | ) | ||||
| Total Stockholders’ Equity | 6,671,959 | 184,712 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 10,169,314 | $ | 893,915 | ||||
REVIV3
PROCARE COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Fiscal Years Ended | ||||||||
| May 31, | May 31, | |||||||
| 2023 | 2022 | |||||||
| Sales, net | $ | 23,521,027 | $ | 2,336,257 | ||||
| Cost of sales | 5,810,216 | 828,586 | ||||||
| Gross profit | 17,710,811 | 1,507,671 | ||||||
| OPERATING EXPENSES: | ||||||||
| Marketing and selling expenses | 11,675,206 | 1,199,305 | ||||||
| Compensation and related taxes | 1,347,839 | 15,129 | ||||||
| Professional and consulting expenses | 1,420,990 | 232,774 | ||||||
| General and administrative | 1,282,565 | 271,866 | ||||||
| Total Operating Expenses | 15,726,600 | 1,719,074 | ||||||
| INCOME (LOSS) FROM OPERATIONS | 1,984,211 | (211,403 | ) | |||||
| OTHER INCOME (EXPENSE): | ||||||||
| Gain on debt settlement | 50,500 | 35,000 | ||||||
| Other income | 16,829 | — | ||||||
| Interest income | 6,469 | 36 | ||||||
| Interest expense and other finance charges | (2,521 | ) | (6,536 | ) | ||||
| Other Income (Expense), Net | 71,277 | 28,500 | ||||||
| INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | 2,055,488 | (182,903 | ) | |||||
| Provision for income taxes | 230,913 | — | ||||||
| NET INCOME (LOSS) | $ | 1,824,575 | $ | (182,903 | ) | |||
| NET INCOME (LOSS) PER COMMON SHARE: | ||||||||
| Basic | $ | 0.02 | $ | (0.00 | ) | |||
| Diluted | $ | 0.01 | $ | (0.00 | ) | |||
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||||||
| Basic | 112,895,411 | 41,945,881 | ||||||
| Diluted | 357,385,274 | 41,945,881 | ||||||
REVIV3
PROCARE COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Fiscal Years Ended | ||||||||
| May 31, 2023 | May 31, 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income (loss) | $ | 1,824,575 | $ | (182,903 | ) | |||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | 95,179 | 7,871 | ||||||
| Bad debts | 76,969 | 6,941 | ||||||
| Inventory obsolescence | — | 71,481 | ||||||
| Stock based compensation | 207,342 | 21,967 | ||||||
| Gain on debt forgiveness | (50,500 | ) | (35,000 | ) | ||||
| Non cash lease expense | — | (1,713 | ) | |||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | (160,277 | ) | (21,985 | ) | ||||
| Inventory | 353,985 | 95,983 | ||||||
| Prepaid expenses and other current assets | (661,115 | ) | 2,430 | |||||
| Deposits | (3,810 | ) | — | |||||
| Accounts payable and accrued expenses | 215,175 | (701 | ) | |||||
| Other current liabilities | 630,897 | — | ||||||
| Customer deposits | — | (90,426 | ) | |||||
| Contract liabilities | 389,716 | — | ||||||
| NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 2,918,136 | (126,055 | ) | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Cash acquired on business acquisition | 1,066,414 | — | ||||||
| Purchase of property and equipment | (65,650 | ) | — | |||||
| NET CASH PROVIDED BY INVESTING ACTIVITIES | 1,000,764 | — | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Cash raised for common stock to be issued | 447,850 | — | ||||||
| Proceeds from loan payable | — | 35,000 | ||||||
| Repayment of equipment financing | (3,300 | ) | (3,300 | ) | ||||
| Repayment of note payable | (37,119 | ) | — | |||||
| Advances (payments) from a related party | 132,620 | (28,851 | ) | |||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 540,051 | 2,849 | ||||||
| NET INCREASE (DECREASE) IN CASH | 4,458,951 | (123,206 | ) | |||||
| CASH - Beginning of year | 373,731 | 496,937 | ||||||
| CASH - End of year | $ | 4,832,682 | $ | 373,731 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | 2,521 | $ | 500 | ||||
| Income taxes | $ | — | $ | — | ||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Stock issued for business combination | $ | 4,007,480 | $ | — | ||||
| Right of use assets recognized as lease liability | $ | 131,970 | $ | — | ||||
| Tangible assets (excluding cash) acquired in business combination | $ | 1,740,729 | $ | — | ||||
| Intangible assets acquired in business combination | $ | 456,945 | $ | — | ||||
| Goodwill acquired in business combination | $ | 2,152,215 | $ | — | ||||
| Liabilities assumed in business combination | $ | 1,408,823 | $ | — | ||||
About Reviv3
Reviv3 Procare Company (OTCQB: RVIV) is an emerging global e-commerce consumer products company. The Company is a manufacturer and marketer of premium hearing enhancement and protection products, including ear plugs, earmuffs, and ear buds, under the AXIL® brand and premium hair and skincare products under its in-house Reviv3 Procare brand - selling products in the United States, Canada, the European Union and throughout Asia. To learn more, please visit the Company’s website at www.reviv3.com and, for the AXIL® brand, visit www.goaxil.com.
Forward-Looking Statements
This press release contains a number of forward-looking statements within the meaning of the federal securities laws. The use of words such as “future,” “hope” and “goal,” among others, generally identify forward-looking statements. These forward-looking statements are based on currently available information, and management’s beliefs, projections, and current expectations, and are subject to a number of significant risks and uncertainties, many of which are beyond management’s control and may cause Reviv3’s results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, among other things: (i) Reviv3’s ability to grow net sales as anticipated and perform in accordance with guidance; (ii) our ability to generate sufficient revenue to support Reviv3’s operations and to raise additional funds or obtain other forms of financing as needed on acceptable terms, or at all; (iii) potential difficulties or delays Reviv3 may experience in implementing its cost savings and efficiency initiatives, including integrating the AXIL® brand; (iv) Reviv3’s ability to compete effectively with other hair and skincare companies and hearing enhancement and protection companies; (v) the concentration of Reviv3’s customers, potentially increasing the negative impact to Reviv3 by changing purchasing or selling patterns; (vi) changes in laws or regulations in the United States and/or in other major markets, such as China, in which Reviv3 operates, including, without limitation, with respect to taxes, tariffs, trade policies or product safety, which may increase Reviv3’s product costs and other costs of doing business, and reduce Reviv3’s earnings; and (vi) the impact of unstable market and general economic conditions on Reviv3’s business, financial condition and stock price, including inflationary cost pressures, decreased discretionary consumer spending, supply chain disruptions and constraints, labor shortages, ongoing economic disruption, including the effects of the Ukraine-Russia conflict and ongoing impact of COVID-19, and other downturns in the business cycle or the economy. There can be no assurance as to any of these matters, and potential investors are urged to consider these factors carefully in evaluating the forward-looking statements. Other important factors that may cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the Company’s filings with the U.S. Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. Except as required by law, Reviv3 does not assume any obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
Investor Relations:
Reviv3 Investor Relations Team
(888) 638-8883
investors@reviv3.com
Cover |
Aug. 22, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Aug. 22, 2023 |
| Entity File Number | 001-38112 |
| Entity Registrant Name | REVIV3 PROCARE COMPANY |
| Entity Central Index Key | 0001718500 |
| Entity Tax Identification Number | 43-1985966 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 901 Fremont Avenue |
| Entity Address, Address Line Two | Unit 158 |
| Entity Address, City or Town | Alhambra |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 91803 |
| City Area Code | (888) |
| Local Phone Number | 638-8883 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
0XR_N8]PP#R)=-@#<
ML#BI?=$PHIZA6<.M3^S>"$3#4.K!U1-@SD:X'IO(<#QV)L0:,B $_M'\R/8_
M,GC*X&GO\%19#4\N'JEQ0G6N8&5X<<9]GP#8BL_(_S5IMT_9"3
MWP7>("6I,__:][8CY2RTYQ^I3E\26?]J")Z'7G%L*4.)#"4RE-@Y2JP^-\'(
M*'0"<:*.&#K"XJY4;W8M;B T:YWS6EO;Z8MVY\FG?HMS[69VKGV'Y]J?^51-
MDD[Q?CS[-%<,JXNO2,J8ZMV?7$\^;Q7+=;@,002[2N
MKFO-'Z36!/?T[:S3N&C4VC\^GK5A1>>M9J=UV;BH=>L7Y*QV66N>UTGG:[W>
M[:R2SU;!280+EN