CMND / Clearmind Medicine Inc. - Arquivamentos da SEC, Relatório Anual, Declaração de Procuração

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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

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) July 6, 2017 CALEMINDER INC. (Exact name of registrant as specified in charter) Delaware 000-55379 47-0993705 (State or other Jurisdiction of Incorporation or Organization) (Commission

Other Events

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) June 15, 2017 CALEMINDER INC. (Exact name of registrant as specified in charter) Delaware 000-55379 47-0993705 (State or other Jurisdiction of Incorporation or Organization) (Commissio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 s1062578k.htm 8-K 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) May 12, 2017 CALEMINDER INC. (Exact name of registrant as specified in charter) Delaware 000-55379 47-0993705 (State or other Jurisdiction of Incorporation or O

Exhibit 10.4

Exhibit 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into this 12th day of May 2017, by and between Caleminder, Inc., (the “Company”), and David Lamadrid (“Executive”). The Company wishes to employ Executive as President and Chief Executive Officer upon the terms and conditions set forth in this Agreement and Executive is willing to accept employment subject to

Exhibit 10.2

Exhibit 10.2 Caleminder Inc. Stock Option Grant Notice (2017 Stock Incentive Plan) Caleminder Inc. (the “Company”), pursuant to its 2017 Stock Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Option Agreement, t

Exhibit 10.1

Exhibit 10.1 CALEMINDER INC. 2017 Stock Incentive Plan Adopted by the Board of Directors: May 12, 2017 Approved by Stockholders: Termination Date: May 12, 2027 1. General. (a) Eligible Award Recipients. The persons eligible to receive Awards are Employees, Directors and Consultants. (b) Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (ii) Non

Exhibit 10.5

Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) dated as of May , 2017 is made by and between CALEMINDER INC., a Delaware corporation (the “Company”), and (“Indemnitee”). R E C I T A L S: A. The Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents. B. The Company’s bylaws (the “Bylaws”) require

Exhibit 10.3

Exhibit 10.3 Caleminder INC. 2017 Stock Incentive Plan Option Agreement Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Option Agreement, Caleminder Inc. (the “Company”) has granted you an option under its 2017 Stock Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your

CMND / Caleminder, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 - Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2017 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 333-197552 CALEMINDER INC. (Exact name of registrant as specified in its charter) Dela

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) May 1, 2017 CALEMINDER INC. (Exact name of registrant as specified in charter) Delaware 000-55379 47-0993705 (State or other Jurisdiction of Incorporation or Organization) (Commission

CMND / Caleminder, Inc. FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-197552 CALEMINDER INC. (Name of smal

Caleminder FORM 10-Q (Quarterly Report)

cmnd10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2016 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 333-197552 CALEMINDER INC (Exact name of registrant as specified in its

Caleminder FORM 10-Q (Quarterly Report)

10-Q 1 cmnd10q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2016 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 333-197552 CALEMINDER INC (Exact name of registrant as speci

Caleminder CALEMINDER INC, 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31 2016 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 333-197552 CALEMINDER INC (Exact name of registrant as specified in its charter) Dela

Caleminder CALEMINDER INC, 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [ x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-197552 Caleminder Inc (Name of

CMND / Caleminder, Inc. 8-A12G - - 8A-12G

8-A12G 1 clmr-201502198a.htm 8A-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CALEMINDER INC (Exact name of registrant as specified in its charter) Delaware 47-0993705 (State or other jurisdiction (IRS Employer of incorporation) Identifica

CMND / Caleminder, Inc. CORRESP - -

November 11, 2014 Matthew Crispino Staff Attorney Edwin Kim Staff Attorney United States Securities and Exchange Commission Washington, D.

CMND / Caleminder, Inc. CORRESP - -

CORRESP 15 filename15.htm October 29 2014 Re: Caleminder Inc. Registration Statement on Form S-1A#2 File No. 333-197552 Filed October 7 , 2014 Dear Mathew Chrispino We are in receipt of your letter dated October 22 2014 in regards to comments on the above S-1A#2 registration Statement filed on October 7 2014 and present to you our responses accordingly as follows: Existing or Probable Government R

CMND / Caleminder, Inc. S-1/A - - CALEMINDER INC., S-1/A3

As filed with the Securities and Exchange Commission on October 29 2014 SECURITIES AND EXCHANGE COMMISSION Washington, D.

CALEMINDER INC * * * * * A Delaware Corporation ARTICLE I

CALEMINDER INC BY-LAWS * * * * * A Delaware Corporation ARTICLE I OFFICES Section 1 The registered office of the Corporation in the State of Delaware shall be located in the City and State designated in the Certificate of Incorporation.

CERTIFICATE OF INCORPORATION CALEMINDER INC

State of Deleware Secretary of State Division of Corporations Delivered 01:45pm 05/28/2014 FILED 01:29 PM 05/28/2014 SRV 140730135-5540824 FILE CERTIFICATE OF INCORPORATION OF CALEMINDER INC FIRST The name of this corporation is CALEMINDER INC SECOND The address of the registered office of the Corporation in the State of Deleware is located at 108 West 13th Street Wilmington Deleware, 19801 located in the County of New Castle.

CALEMINDER INC Subscription Agreement

CALEMINDER INC Subscription Agreement CALEMINDER INC Attention: Mrs .. Halperin Re: Prospectus, dated October 29 2014 Dear Mrs Halperin The undersigned investor in this Subscription Agreement hereby acknowledges receipt of the prospectus, dated JULY 22 2014 , of CALEMINDER INC a Delaware Corporation, (the "Prospectus" and the “Company”), and subscribes for the following number of shares upon the t

EX-3.3

ORAL ARRANGEMENTS WITH THE COMPANY

ORAL ARRANGEMENTS WITH THE COMPANY 1) Lease Arrangement The Company has an oral arrangement with the Director for the use of the Home for current operations which are minimal at no cost until the Company will raise funds pursuant to its registration Statement.

LETTER

October 23, 2014 Via E-mail Shira Halperin President Caleminder Inc. 5 Beit Meir Bet Meir 9086500 Israel Re: Caleminder Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed October 7, 2014 File No. 333-197552 Dear Ms. Halperin: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so

CALEMINDER INC Subscription Agreement

CALEMINDER INC Subscription Agreement CALEMINDER INC Attention: Mrs .. Halperin Re: Prospectus, dated July 22 2014 Dear Mrs Halperin The undersigned investor in this Subscription Agreement hereby acknowledges receipt of the prospectus, dated JULY 22 2014 , of CALEMINDER INC a Delaware Corporation, (the "Prospectus" and the “Company”), and subscribes for the following number of shares upon the term

CERTIFICATE OF INCORPORATION CALEMINDER INC

State of Deleware Secretary of State Division of Corporations Delivered 01:45pm 05/28/2014 FILED 01:29 PM 05/28/2014 SRV 140730135-5540824 FILE CERTIFICATE OF INCORPORATION OF CALEMINDER INC FIRST The name of this corporation is CALEMINDER INC SECOND The address of the registered office of the Corporation in the State of Deleware is located at 108 West 13th Street Wilmington Deleware, 19801 located in the County of New Castle.

CALEMINDER INC * * * * * A Delaware Corporation ARTICLE I

CALEMINDER INC BY-LAWS * * * * * A Delaware Corporation ARTICLE I OFFICES Section 1 The registered office of the Corporation in the State of Delaware shall be located in the City and State designated in the Certificate of Incorporation.

CMND / Caleminder, Inc. CORRESP - -

CORRESP 15 filename15.htm October 7 2014 Re: Caleminder Inc. Registration Statement on Form S-1A#1 File No. 333-197552 Filed September 4 , 2014 Dear Mathew Chrispino We are in receipt of your letter dated September 23 2014 in regards to comments on the above S-1A#1 registration Statement filed on September 4 2014 and present to you our responses accordingly as follows: General 1. We note your resp

ORAL ARRANGEMENTS WITH THE COMPANY

EX-99.2 14 exhibit99-2.htm EXHIBIT-99.2 ORAL ARRANGEMENTS WITH THE COMPANY 1) Lease Arrangement The Company has an oral arrangement with the Director for the use of the Home for current operations which are minimal at no cost until the Company will raise funds pursuant to its registration Statement. The Company intends to file a copy of any new written lease agreements (with consideration) accordi

EX-3.3

CMND / Caleminder, Inc. S-1/A - - CALEMINDER INC., S-1/A

As filed with the Securities and Exchange Commission on October 7 2014 SECURITIES AND EXCHANGE COMMISSION Washington, D.

LETTER

September 23, 2014 Via E-mail Shira Halperin, President Caleminder Inc. 5 Beit Meir Bet Meir 9086500 Israel Re: Caleminder Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed September 4, 2014 File No. 333-197552 Dear Ms. Halperin: We have reviewed your amended registration statement and have the following comments. References to prior comments are to those in our letter dated August

EX-3.3

CERTIFICATE OF INCORPORATION CALEMINDER INC

State of Deleware Secretary of State Division of Corporations Delivered 01:45pm 05/28/2014 FILED 01:29 PM 05/28/2014 SRV 140730135-5540824 FILE CERTIFICATE OF INCORPORATION OF CALEMINDER INC FIRST The name of this corporation is CALEMINDER INC SECOND The address of the registered office of the Corporation in the State of Deleware is located at 108 West 13th Street Wilmington Deleware, 19801 located in the County of New Castle.

CMND / Caleminder, Inc. S-1/A - - CALEMINDER INC., S-1/A

As filed with the Securities and Exchange Commission on September 4 2014 SECURITIES AND EXCHANGE COMMISSION Washington, D.

CALEMINDER INC * * * * * A Delaware Corporation ARTICLE I

CALEMINDER INC BY-LAWS * * * * * A Delaware Corporation ARTICLE I OFFICES Section 1 The registered office of the Corporation in the State of Delaware shall be located in the City and State designated in the Certificate of Incorporation.

ORAL ARRANGEMENTS WITH THE COMPANY

ORAL ARRANGEMENTS WITH THE COMPANY 1) Lease Arrangement The Company has an oral arrangement with the Director for the use of the Home for current operations which are minimal at no cost until the Company will raise funds pursuant to its registration Statement.

CALEMINDER INC Subscription Agreement

CALEMINDER INC Subscription Agreement CALEMINDER INC Attention: Mrs .. Halperin Re: Prospectus, dated July 22 2014 Dear Mrs Halperin The undersigned investor in this Subscription Agreement hereby acknowledges receipt of the prospectus, dated JULY 22 2014 , of CALEMINDER INC a Delaware Corporation, (the "Prospectus" and the “Company”), and subscribes for the following number of shares upon the term

CMND / Caleminder, Inc. CORRESP - -

CORRESP 15 filename15.htm September 4 2014 Re: Caleminder Inc. Registration Statement on Form S-1 File No. 333-197552 Filed July 22, 2014 Dear Mathew Chrispino We are in receipt of your letter dated August 18 2014 in regards to comments on the above S1 registration Statement filed on July 22 2014 and present to you our responses accordingly as follows: General 1. Please supplementally provide us w

LETTER

August 18, 2014 Via E-mail Shira Halperin, President Caleminder Inc. 5 Beit Meir Bet Meir 9086500 Israel Re: Caleminder Inc. Registration Statement on Form S-1 File No. 333-197552 Filed July 22, 2014 Dear Ms. Halperin: We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your

CERTIFICATE OF INCORPORATION CALEMINDER INC

State of Deleware Secretary of State Division of Corporations Delivered 01:45pm 05/28/2014 FILED 01:29 PM 05/28/2014 SRV 140730135-5540824 FILE CERTIFICATE OF INCORPORATION OF CALEMINDER INC FIRST The name of this corporation is CALEMINDER INC SECOND The address of the registered office of the Corporation in the State of Deleware is located at 108 West 13th Street Wilmington Deleware, 19801 located in the County of New Castle.

EX-3.3

EX-3.3 5 exhibit3-3.htm EXHIBIT-3.3

CALEMINDER INC * * * * * A Delaware Corporation ARTICLE I

CALEMINDER INC BY-LAWS * * * * * A Delaware Corporation ARTICLE I OFFICES Section 1 The registered office of the Corporation in the State of Delaware shall be located in the City and State designated in the Certificate of Incorporation.

ORAL ARRANGEMENTS WITH THE COMPANY

ORAL ARRANGEMENTS WITH THE COMPANY 1) Lease Arrangement The Company has an oral arrangement with the Director for the use of the Home for current operations which are minimal at no cost until the Company will raise funds pursuant to its registration Statement.

CALEMINDER INC Subscription Agreement

CALEMINDER INC Subscription Agreement CALEMINDER INC Attention: Mrs .. Halperin Re: Prospectus, dated July 22 2014 Dear Mrs Halperin The undersigned investor in this Subscription Agreement hereby acknowledges receipt of the prospectus, dated JULY 22 2014 , of CALEMINDER INC a Delaware Corporation, (the "Prospectus" and the “Company”), and subscribes for the following number of shares upon the term

CMND / Caleminder, Inc. S-1 - Registration Statement - CALEMINDER, S-1

As filed with the Securities and Exchange Commission on July 22 2014 SECURITIES AND EXCHANGE COMMISSION Washington, D.