Remsleep Holdings Inc. - 8-K

Item 5.01 Changes in Control of Registrant.

On May 27, 2026, the Board of Directors (the “Board”) of RemSleep
Holdings, Inc. (the “Company”) acknowledged certain Stock Purchase Agreements dated May 26, 2026 (collectively, the “Stock
Purchase Agreements”) that, according to the Board resolutions, resulted in transfers of shares among certain stockholders and a
change in control of the Company.

The Board resolutions state that Roman Israel Wood sold 3,600,000 shares
of Preferred C stock, 400,000 shares of Preferred B stock, and 4,000,000 shares of Preferred A stock to 1000152403 ONTARIO INC (an Ontario,
Canada Corp) as control shares. This purchase of a control block of stock, approximately representing 80% control of the preferred shares,
was made off the market in a private transaction on an all-cash basis. The transaction includes assumption of all current debt and obligations
of the issuer and/or the preferred shareholder of various obligations guaranteed either corporatly of personally of approximately $300,000.00

In a separate non-related transaction, Roman Israel Wood sold 40,000,000
shares of restricted common stock under Rule 144 in a private off-the-market transaction on an all-cash basis to Miro Zecevic. The Board
resolutions further state that Anita L. Michaels assigned 400,000 shares of Preferred C stock, 100,000 shares of Preferred B stock, and
1,000,000 shares of Preferred A stock to 1000152403 ONTARIO INC. (an Ontario, Canada Corp). The purchase of this assigned control block
of stock represents about 20% of the preferred shares control bloc,k was made off the market in a private transaction on an all-cash basis.

Through these off-the-market transactions, 1000152403 ONTARIO INC (an Ontario
Canada Corp) . acquired control of RemSleep Holdings Inc through the ownership of the aforementioned preferred shares.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 7, 2026, the Board accepted the resignations of Jeffrey Todd Marshall
as Chief Executive Officer, Anita L. Michaels as Chief Operating Officer and Chairman of the Board, and Roman Israel Wood as President,
Treasurer and Secretary. The resignations were effective May 27, 2026.

On May 27, 2026, the Board appointed Teresita Rubio as Treasurer and Chairman
of the Board, Sanja Pekovic as President and Chief Executive Officer, and Irina Veselinovic as Secretary, effective May 27, 2026.

On June 1, 2026, the Board accepted the resignation of Sanja Pekovic as
President and appointed Peter Downey as the Interim President, effective June 2, 2026. Sanja Pekovic continues to serve as Chief Executive
Officer unless otherwise directed by the Company. Sanja Pekovic will focus on medical aspects of her new role, utilizing her medical background
in soliciting facilities for research and development (R&D) opportunities for Rem Sleep Holdings Inc . Peter Downey mandate will be
to focus on corporate matters of RemSleep Holdings Inc sales and revenue-generating opportunities in the e-commerce space.

The Board resolutions adopted on June 1, 2026 provide that the President
shall not have authority, acting alone, to issue or authorize shares of the Company, withdraw, transfer or otherwise remove funds from
any Company bank account, or execute documents or instruments or otherwise bind or act on behalf of the Company, unless such action has
been reviewed and expressly approved in writing by both the Secretary and the Treasurer. The resolutions further provide that the Chairman
retains authority, power and control with respect to the Company’s preferred shares, including rights, approvals, consents, voting control,
designation, issuance, transfer, conversion, amendment and other actions relating to such preferred shares, subject to the Company’s governing
documents, applicable law and duly adopted resolutions.

The information required by Items 401(b), 401(d), 401(e) and 404(a) of
Regulation S-K with respect to each newly appointed officer and director, and the description of any material plan, contract or arrangement
entered into or materially amended in connection with the appointments, is not available at the time of filing and will be provided by
amendment to this Current Report on Form 8-K within four business days after such information is determined or becomes available.

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Appointment of Peter Downey – President - Strategic and results-driven
Executive with over 25 years of experience in alternative finance, investment banking, and business development. Proven track record in
spearheading multi-million dollar capital acquisition projects, managing high-performing sales teams, and streamlining operations through
AI and automation. Expert in business acquisition M&A financing, and commercial lending, with a focus on delivering high-velocity
growth and relationship-focused capital solutions.

Appointment of Dr. Sanja Pekovic D.Sc. – CEO - Dr Sanja Pekovic,
is a Principal Scientist and Project Leader at the Institute for Biological Research “Sinisa Stankovic” (IBISS), a University
of Belgrade member since 1986, and Head of the Department of Neurobiology since 2006. She is a Professor of Experimental Models of CNS
Diseases at PhD studies in Neurosciences at the Faculty of Biology, University of Belgrade, and Invited lecturer at PhD studies in Neurosciences,
School of Medicine, University of Belgrade, course: Molecular Biology of the Nervous System. Dr Pekovic is a permanent member of the Working
Groups representing Serbia in the following COST (European Cooperation in the Field of Scientific and Technical Research) actions: COST
B10 (2001-2005) and COST B30 (2006-2010). Dr Pekovic participated as one of the project leaders in the preparation of several FP6 and
FP7 European projects, and is a participant of a German-Serbian collaborative project (2010-2012). Also, she is a member of the Scientific
and Organizing Boards of several conferences and congresses with international participation, and a member of IBISS Scientific Council
and the Steering Board of the Association for Advancement of Clinical Research of Serbia. The focus of her research is on translational
medicine and therapy of brain injury, multiple sclerosis, neurodegeneration, neuroinflammation, brain plasticity, and currently on early
and sensitive biomarkers of neuroinflammation and neurodegeneration in serum and CSF of patients with traumatic brain injury.

Appointment of Teresita (Teresa) Rubio – Treasurer and Chairman
- At the early age of 19, Teresa began working at one of the top retail stores in Argentina while continuing her studies in the field
of Accounting, where she gained experience in the areas of bookkeeping, accounting, and controlling. After graduating as an accountant,
she moved to Canada to pursue her career in her field of specialty by working at a Technology and Consulting Firm, where she gained technical
experience and acquired a high degree of management as well as organizational skills. Teresa’s ability to meet deadlines, manage projects,
multitask, and implement bookkeeping systems has made her a top Finance and Administration Manager. On many occasions, Teresa’s ability
to speak four (Spanish, Italian, Portuguese, and English) languages has helped the company with foreign clients. Currently a retired snowbird.
Teresa makes her home in a suburb near Toronto, Ontario, Canada and snowbirds in South Florida.

Appointment of Irina Veselinovic – Secretary - Irina Veselinovic
has been a successful entrepreneur for over a decade and was recognized as a successful woman in business in 2024. She has extensive experience
in business development, administration, accounting, investor relations, financial management, and corporate leadership. Ms. Veselinovic
has worked with private companies for nearly two decades, during which time she developed strong leadership, administrative, accounting,
investor relations, and financial intelligence skills. Her creativity and entrepreneurial versatility are also reflected in her professional
endeavors in the interior design and fashion industries. In addition, Ms. Veselinovic has been involved with publicly traded companies
for approximately 15 years, where she further developed her knowledge of corporate administration, public company reporting obligations,
and legal compliance requirements. She has served as Chief Executive Officer and Secretary of several public companies.

On June 2, 2026, the Board of Directors (the “Board”) of RemSleep
Holdings Inc. (the “Company”) approved compensatory arrangements for Scott Hasselbring and Roman Israel Wood in recognition
of their extraordinary services to the Company during a period of transition and asset preservation.

Compensation for Scott Hasselbring

The Board has authorized the issuance of 15,000,000 shares of the Company’s
restricted common stock to Scott Hasselbring, in his capacity as the Executor of the Estate of Thomas Wood. This grant is intended to
compensate Mr. Hasselbring for specialized services rendered in the preservation and management of Company assets, as well as additional
professional obligations performed outside the scope of his duties as Executor of the Estate.

Compensation for Roman Israel Wood

The Board has reached a definitive agreement with Roman Israel Wood regarding
compensation for his dedicated services and operational involvement with the Company from mid-February 2026 through June 1, 2026. Instead
of cash compensation, Mr. Wood has agreed to a full and final settlement of his claims for services rendered in exchange for a one-time
issuance of 30,000,000 shares of the Company’s restricted common stock.

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Terms of Issuance

The shares described above will be issued as “restricted securities”
under the Securities Act of 1933, as amended. The certificates or book-entry accounts representing these shares will bear customary restrictive
legends prohibiting the sale or transfer of such shares absent an effective registration statement or an applicable exemption from registration
requirements.

Item 8.01 Other Events.

On or about June 1, 2026, REMSleep Holdings, Inc. (the “Company”)
began implementing certain operational and administrative changes in connection with its transition plan under new management.

The Company has closed its former office located in Georgia and has relocated
its principal office operations to Florida. In connection with the relocation, the Company has also established a new warehouse facility
in Florida to support its ongoing business operations located at 1900 6 th Ave, South Lake Worth, FL 33461.

The Company is transitioning its business model away from the prior retail
“cash and carry” walk-in traffic model in the rural town of Blackshear, Georgia, toward a business model focused more heavily
based on Internet e-commerce and e-retail sales channels such as eBay and similar e-tailers launching nationwide and then moving on to
International markets. Management believes the relocation and warehouse establishment in Florida are intended to better support the Company’s
updated operational direction and customer fulfillment requirements.

On June 3 2026 the Company has re-engaged its auditor and accountant and
made satisfactory arrangements to review and complete the late and outstanding Q1 routine filing. The Company expects to be in a position
to make the Q1 filing within the allotted extension time period. Moreover, the Company has placed certain safeguards in place to ensure
future mandatory and required routine filing timelines and obligations are met.

The Company has updated its records with the State of Nevada to reflect
the recent management changes approved by the Board of Directors.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Board Resolutions adopted May 27, 2026

99.2

Board Resolutions adopted June 1, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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