RG AMERICA, INC.
27781 Railroad Avenue
La Junta, CO 81050
SUPPLEMENTAL INFORMATION
Item 8.01 – Other Information
Name change to Sprout Tiny Homes, Inc; Redomestication to Colorado; and 1 for 150 Reverse Stock Split
On February 27, 2015, the Company merged into its wholly owned Delaware subsidiary, RG America Merger Corp. This moved the Company’s state of incorporation from Nevada to Delaware.
On March 5, 2015, RG America Merger Corp. merged into its wholly-owned Delaware subsidiary RG America (DE), Inc. (“RG Delaware”) as part of a Delaware Section 251(g) holding company reorganization. Sprout Tiny Homes (DE), Inc., another wholly owned subsidiary of RG America Merger Corp., became the public holding company and RG Delaware became its wholly owned subsidiary, with all the assets and liabilities of the pre-existing insurance related business of RG America Inc. Under the plan of merger, each shareholder of the Company received shares of stock of Sprout Tiny Homes (DE), Inc. on a one-for-one basis.
On March 19, 2015, Sprout Tiny Homes (DE), Inc. changed its domicile to Colorado; as part of this process its name changed to Sprout Tiny Homes, Inc., a Colorado corporation.
On March 27, 2014, a 1 for 150 reverse split was approved by the Company’s Board of Directors and a majority of the voting power of its shareholders.
The above corporate actions were approved by the Company’s Board of Directors and a majority of the voting power of the Company’s stockholders. These corporate actions required approval by FINRA, which was granted on April 20, 2015, effective April 21, 2015. The Company’s new trading symbol, “STHI” will become effective in 20 business days. In the meantime, the Company’s trading symbol will be “RGMID.”
It will not be necessary for existing stockholders to turn in their certificates to receive replacement certificates of Sprout Tiny Homes, Inc. Quicksilver Stock Transfer, LLC, our stock transfer agent, will process existing certificates as needed, making allowance for the effects of the above-described corporate actions.
Item 9 – Exhibits
None
Dated: La Junta, Colorado
April 20, 2015
/s/ Rod Stambaugh
Rod Stambaugh, President