TWSI Tristar Wellness Solutions Inc (CE)

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): January 15, 2016

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))

SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.03  Bankruptcy or Receivership.

On January 15, 2016 TriStar Wellness Solutions, Inc. (the "Company") ceased operations and commenced bankruptcy proceedings (the "Chapter 7 Case") by filing a voluntary petition for relief under the provisions of Chapter 7 of Title 11 of the United States Code, 11 U.S.C. §§101 et seq. (the "Code"), to initiate an orderly liquidation of the assets of the Company. The Chapter 7 Case was filed in the United States Bankruptcy Court for the District of Oregon. As a result of the filing, a Chapter 7 trustee will be appointed in the Chapter 7 Case (the "Chapter 7 Trustee"), and the assets of the Company will be liquidated in accordance with the Code.

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

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

(b) Each of the directors of the Company, Dr. Michel Boileau, Mr. Stuart Sands, and Mr. Michael Wax, resigned as a member of the Company's board of directors effective immediately upon the filing of the Chapter 7 Case. The resignations are not the result of any disagreement with the Company regarding the Company's operations, policies, or practices, but are because of the filing of the Chapter 7 Case. The Chapter 7 trustee will assume control over the assets of the Company, effectively eliminating the authority and powers of the board of directors of the Company.

Mr. Wax, Interim Chief Executive Officer and President and Interim Chief Financial Officer of the Company, also resigned all of his officer positions with the Company effective immediately upon the filing of the Chapter 7 Case. Mr. Wax was the only officer of the Company at the time of his resignation.

The appointment of the Chapter 7 trustee will effectively eliminate the authority and powers of the officers of the Company to act on behalf of the Company.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01  Financial Statements and Exhibits

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.

3

EXHIBIT 99.1

TriStar Wellness SolutionsÒ Files Voluntary Chapter 7 Petition

PORTLAND, OR – January 15, 2016 – TriStar Wellness SolutionsÒ, Inc. (OTCQB: TWSI), a health and wellness company that targets opportunities in advanced wound care , announced today that it has filed a voluntary petition for relief under provisions of Chapter 7 of the United States Bankruptcy Code to initiate an orderly liquidation of the assets of the Company.

The Chapter 7 case was filed in the United States Bankruptcy Court for the District of Oregon. As a result of the filing, a Chapter 7 trustee will be appointed in the Chapter 7 case and the assets of the Company will be liquidated in accordance with the Bankruptcy Code. Additional information on the process can be obtained through the Court.

HemCon Medical Technologies, Inc. (www.hemcon.com), TWSI's primary asset, is transitioning to new ownership though a separate Court protected transaction. The HemCon business will continue normal operations, including the sale of its hemostatic, antibacterial medical devices, without disruption of service to its customers, while implementing an acquisition process leading to new ownership through a sale under Section 363 of Title 11 of the United States Code.

About TriStar Wellness Solutions

TriStar Wellness SolutionsÒ, Inc. (TWSI) is a health and wellness company that targets under-met opportunities in the OTC and professional advanced wound care marketplace. Its core strategy plans to meet the growing demand for care solutions by leveraging proprietary innovation and healthcare technology towards science based solutions. TriStar recently acquired HemCon Medical Technologies Inc., a developer, manufacturer, and marketer of innovative technologies for advanced wound care and hemostatic devices for the control of bleeding resulting from trauma or surgery.

Forward-Looking Statement

This press release for TriStar Wellness SolutionsÒ, Inc. contains forward-looking statements. Generally, you can identify these statements because they use words like "anticipates," "believes," "expects," "future," "intends," "plans," and similar terms. These statements reflect only our current expectations. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy and actual results may differ materially from those we anticipated due to a number of uncertainties, many of which are unforeseen, including, among others, the risks we face as described our filings with the Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements which apply only as of the date of this press release. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements that, by definition, involve risks and uncertainties. In any forward-looking statement where we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation of belief will be accomplished.

SOURCE: TriStar Wellness SolutionsÒ, Inc.

Tristar Wellness Solutions (CE) (USOTC:TWSI)
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