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
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Item 8.01 Other Events – Letter to Shareholders and Interested Parties.
To All Shareholders and Interested Parties,
On or about February 15, 2025, the Board of Directors of Therapeutic Solutions International, Inc. (“TSOI”), by unanimous approval, and with the unanimous approval of the Preferred A Stock holders representing at least 51% of all shareholders with the right to vote, pursuant to Nevada Revised Statutes Section NRS 78.215, has approved a one-time loyalty dividend, to be awarded to stockholders of TSOI in subsidiary Breathe Biologics, Inc., a Delaware stock corporation (“BRTH”). To receive the dividend by future election you must hold TSOI common at the market close of March 03, 2025. The dividend rate of conversion shall be for every share of TSOI common you will receive 0.001293129082553 shares of BRTH.
TSOI, which owns 22,500,000 (86.53%) of the shares of BRTH common stock, would like to issue a loyalty dividend consisting of 7,500,000 shares of its holdings in BRTH to TSOI shareholders at a ratio of 0.001293129082553 shares of BRTH stock for each one (1) share owned in TSOI stock (0.001293129082553:1), as of March 03, 2025 (“Dividend Offer Date”). The Dividend Offer will remain open for Sixty (60) days from the Dividend Offer Date to May 3, 2025.
On or about May 03, 2025, a second 8-K will be published containing as exhibits the form(s) you will be required to fill out if you elect to receive this one time loyalty dividend. Once you have the form filled out you will need to include a statement from your brokerage account showing that you held shares in TSOI on March 3, 2025, and the quantity held and either send by email to TSOI or by postal mail at the addresses that will be provided on the form. TSOI will return a Book Entry Statement in the name you used in the forms.
Item 9.01 Financial Statements and Exhibits.
Exhibit Index
| (99.1) | TSOI Board Minutes | |
| (99.2) | BRTH Board Minutes | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
Date: February 18, 2025
THERAPEUTIC SOLUTIONS INTERNATIONAL, INC.
| By: | /s/ Timothy Dixon | By: | /s/ Thomas Ichim | |
| Timothy Dixon | Thomas Ichim | |||
| Chief Executive Officer, Director | Director | |||