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):  March 30, 2015

RemSleep Holdings, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:   (709) 368-9223

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

[   ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[   ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[   ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

1

Item 1.01 Entry into a Material Definitive Agreement.

On March 30, 2015, RemSleep Holdings, Inc. entered into an exchange agreement to purchase 100% of the outstanding interests of RemSleep  LLC in exchange for 50,000,000 common shares of RemSleep Holdings, Inc.’s stock.  RemSleep LLC  is now a wholly-owned subsidiary of RemSleep Holdings, Inc. and RemSleep Holdings, Inc. has acquired the business and operations of RemSleep LLC. The Exchange Agreement contains customary representations, warranties, and conditions.  The Exchange Agreement is attached hereto as Exhibit 99.  

Info on RemSleep Holdings, LLC

Sleep apnea is a condition that affects millions of people in the United States alone.  An increasingly sedentary lifestyle and bad working habits has led to obesity and otherwise poor cardiac and aerobic health.  This has led to a fast-growing epidemic of obstructive sleep apnea (OSA), which greatly reduces the quality of sleep one gets and can ultimately result in hypertension, heart failure, stroke, and at the least, reduced performance in everyday life.  

RemSleep, Inc. (“the Company”) has patented a new, innovative sleep apnea product that will meet multiple market needs and be able to reach a large percentage of patients worldwide.  RemSleep was founded by three principals with over 35 years of sleep-industry experience, including working at some of the pioneering companies.  They have substantial direct knowledge of all current continuous positive airway pressure (CPAP) equipment on the market and what it is lacking.  This expertise led to the invention of the DeltaWave CPAP interface.  

The goal of RemSleep is to achieve optimum compliance and comfort for CPAP patients. Years of research and development have led to the revolutionary DeltaWave CPAP interface, a design that addresses the stubborn issues that continue to affect a patient’s ability to comply with treatment. The DeltaWave interface does not disrupt normal breathing mechanics, is not claustrophobic, causes virtually zero work of breathing (WOB), minimizes or eliminates drying of the sinuses, uses less driving pressure, and allows users to feel safe and secure while sleeping.

RemSleep is confident that DeltaWave’s unique design will provide patients with a more compliant CPAP interface that provides improved comfort, ease of use, and encourages deep restful sleep.  The market for sleep treatment and equipment was $7.96 billion in 2011 and will reach a projected $19.72 billion by 2017, with North America accounting for a majority of the market.  More than 8 million CPAP interfaces are sold annually in the U.S., with another 2.5 million globally.  There are also an estimated 80 million people with undiagnosed sleep apnea.  

The DeltaWave will be launched into the U.S. market first, while CE marking is obtained. RemSleep has already begun discussions with potential industry distributor partners in the U.S., and has received strong interest from a potential distribution partner in Germany that has sales channels/distribution partners throughout the EU.  They have no current product like the RemSleep DeltaWave and are awaiting samples for evaluation. RemSleep has also been in contact with two internet retailers. One sells directly to patients online (the largest internet reseller of sleep products), and the other is working with trucking firms (selling direct to drivers).  

2

RemSleep’s founders have extensive experience in the sleep industry, and have direct experience in starting companies and introducing unique products. CEO Russell Bird, for example, found great success with start-ups Medical Gases Australia and Medical Industries America (both started out of garages before being multimillion-dollar ventures).  Tom Wood  has product-development experience with 18 US patents.  The two founders have worked in collaboration for more than 10 years and are now focused on bringing to market the best-in-class DeltaWave CPAP interface, with the goal of becoming a leading product manufacturer and distributor in this fast-growing global market.

Sleep apnea results in numerous afflictions that affect people’s day-to-day lives and can eventually contribute to serious health conditions. While people’s knowledge of this affliction has grown strongly in recent years, and the market is expanding fast nationwide, up to 80% of people with sleep apnea may be undiagnosed[1] – a market of millions of new potential users. Even those who are tested and prescribed a sleep apnea machine often give up after a short time due to discomfort or what is called the “work of breathing” with traditional machines.  In fact, over 50% of patients give up on using CPAP therapy after 6 months. This is a major waste of resources and a very telling statistic.

A major challenge in the current market is not only to get more patients diagnosed but to also increase CPAP compliance.  According to market analyst Frost & Sullivan, “The development of finer and ergonomic CPAP devices will help increase patient ability to adhere to sleep therapy. The market is also seeing a rise in newer technologies that replace elaborate practices, target patient comfort to improve compliance, and help drive acceptance of sleep monitoring devices.”

A growing knowledge of sleep apnea and its treatment has helped to increase awareness with the general public.  In addition to making the use of a CPAP or related device less intimidating, a move toward affordable and prescription-based technology can greatly expand the market “Evolving technologies will also influence patient preferences for products, treatment modalities, and diagnostic locations,” states Frost & Sullivan.  “As such, the global sleep apnea treatment market is expected to shift to home-based diagnostics for early identification and treatment of patients as well as portable devices that can reduce sleep apnea with minimal inconvenience.”[2]

Sleep apnea causes breathing interruptions of between 10 to 20 seconds that can occur hundreds of times during a night, disrupting the natural sleep rhythm and depriving people of the restorative sleep they need to be energetic, mentally sharp, and productive the next day. CPAP can be a very effective method used to treat sleep apnea, but as noted, noncompliance remains a stubborn issue for both physicians and patients.  CPAP technology therefore is constantly being updated and improved, and the new CPAP devices are lighter, quieter, and more comfortable.

RemSleep Holdings has developed an innovative new device to treat patients with sleep apnea.  

3

The patent-pending DeltaWave product is a nasal-pillows type interface that will result in better comfort and, therefore, better compliance.  The Delta Wave is specifically designed with unique airflow characteristics to enable patients with sleep apnea to breathe normally. A survey that appeared in DME Business found that 89% of patients stated that mask-interface comfort was their primary concern.  The primary issue that RemSleep Holdings has addressed with the DeltaWave is the “work of breathing” component. RemSleep Holdings has virtually eliminated this issue with its unique design (illustrated below), which is a major breakthrough.

Health care spending continues to grow rapidly on an annual basis in the United States.  Spending was $2.7 trillion in 2011 and, in 2013, it reached over $3.6 trillion. It is projected to reach over $4 trillion by 2015.  By 2022, spending is projected to reach $5 trillion, or around 20% of GDP, according to the Centers for Medicare and Medicaid Services.[3] Growing alongside this market is the U.S. life science industry, which will grow an estimated 2.2% in 2014 to $93 billion.  This includes R&D spending, with growth primarily from smaller biopharmaceutical innovators and medical device manufacturers.  The global life science industry will reach $201 billion in 2014.[4]

Within this market, sleep apnea products have experienced rapid growth.  In the past couple decades there has been a rapid increase in the technological developments in the field of sleep apnea diagnosis and treatment.  The result has been strong growth for sleep apnea devices globally.  Demand for new and innovative treatment methodologies is driving growth, helping to provide patients with a healthy lifestyle. “Obstructive sleep apnea is destroying the health of millions of Americans, and the problem has only gotten worse over the last two decades,” according to American Academy of Sleep Medicine President Dr. Timothy Morgenthaler. “The effective treatment of sleep apnea is one of the keys to success as our nation attempts to reduce health care spending and improve chronic disease management.”[5]

Sleep problems are considered a “global epidemic,” with sleep apnea as a major contributor to the disorder.  An estimated 100 million people worldwide have sleep apnea, though more than 80% of these people are undiagnosed.  The market for sleep apnea diagnostic and therapeutic devices on a global level was $7.96 billion in 2011 and will reach a projected $19.72 billion by 2017, according to a study from Markets & Markets.[6]

According to a recent study from San Francisco-based Grand View Research, diagnostic sleep apnea devices account for over 50% of the overall market:[7]

4

v

However, diagnostic devise are expected to lose market share to therapeutic devices by 2020, which are projected to overtake market share.

v

PSG devices contribute over 25% to the overall diagnostic sleep apnea devices market revenue. PAP devices account for over 20% of the overall therapeutic sleep apnea devices market. Oral appliances are expected to gain therapeutic devices market share.

v

North America dominates the market, accounting for approximately 75% of overall revenue. This can be attributed to increased sleep apnea awareness, increased obesity among the population, sophisticated healthcare infrastructure and high insurance coverage in the region.

v

The Asia Pacific sleep apnea devices market is relatively untapped and has high growth potential over the forecast period, with the level of awareness projected to increase among patients and the medical fraternity.

Currently, according to industry insiders, and journals, there are about 8 million interface products sold in the U.S. annually, with another 2.5 million being sold in the rest of the world. The growth rate within this space had dropped, but it still increasing at a rate of 12-15% annually.