Filed Pursuant to Rule 253(g)(2)
File No. 024-11055
OFFERING CIRCULAR SUPPLEMENT NO. 1
Date of Qualification of the Post-Qualification
Offering Circular: September 30, 2020
March 4, 2021
GEN-TECH
HOLDINGS, INC.
1731 First Avenue
New York, NY 10128
This document (the “Supplement”)
supplements the Post-Qualification Offering Circular Amendment No. 6 of Gen-Tech Holdings, Inc. (the “Company”)
filed on June 19, 2020, as amended on July 17, 2020, July 31, 2020, August 19, 2020, September 8, 2020, September 15, 2020, and
September 21, 2020 and as qualified by the Securities and Exchange Commission on September 30, 2020 (the “Offering Circular”)
relating to the offer and sale by us of up to 7,129,400,000 shares of our common stock (the “Common Stock”) at an offering
price per share equal to $0.0005, for an offering amount of $3,564,700 (the “Offering”). Unless otherwise defined in
this Supplement, capitalized terms used herein shall have the same meanings as set forth in the Offering Circular, including the
disclosures incorporated by reference therein.
The purpose of this supplement is to:
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Describe amendments approved, and update language throughout the Offering
Circular, with respect to:
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Our change of domicile from the State of Florida to the
State of Colorado
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Our Certificate of Incorporation to (i) reflect the increase
in authorized shares and (ii) the increase in shares designated as Common Stock.
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Amendment to Certificate of Incorporation;
Change of Domicile
As recommended and approved by our board of directors (the “Board”),
on February 15, 2021, the Corporation re-domiciled in the state of Colorado from the State of Florida.
Amendment to Certificate of Incorporation;
Increase in Authorized Shares
As recommended and
approved by our Board, on February 15, 2021, we received the requisite consent of our Board to amend our Amended and Restated Certificate
of Incorporation (“Certificate of Incorporation”) to increase the authorized number of its shares of common
stock to 12,000,000,000 shares and authorized number of its preferred shares to 2,500,000 shares.
The information set
forth in the Offering Circular under the headings “RISK FACTORS - Our issuance of additional shares
of Common Stock, or options or warrants to purchase those shares, would dilute your proportionate ownership and voting rights.” should
be read to reflect the changes noted above.
In
addition, the foregoing description of the amendment to our Certificate of Incorporation is qualified in its entirety by reference
to the copy of the Amended and Restated Certificate of Incorporation included as an exhibit to our Offering Statement filed with
the Securities and Exchange Commission (“SEC”).
As a result of these
changes, the section under the heading “Description of Capital” of the Offering Circular is replaced in its entirety,
as follows:
Description of Capital
The following
summary is a description of the material terms of our capital stock and is not complete. You should also refer to our articles
of incorporation, as amended and our bylaws, as amended, which are included as exhibits to the registration statement of which
this Offering Circular forms a part.
Our Articles of
Incorporation authorize the issuance of up to 12,000,0000,000 shares of common stock, par value $0.0001 of which 10,599,992,699
are currently issued and outstanding and up to 2,500,000 shares of preferred stock, par value $0.0001, to be designated at the
discretion of the Board of Directors. Currently, there are 2,000 shares of Series AA Preferred Stock authorized and 2 shares of
Series AA Preferred Stock issued. No other preferred shares are designated or issued at this time.
Common Stock
Voting
Each holder of
our Common Stock is entitled to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders.
Any action at a meeting at which a quorum is present will be decided by a majority of the votes cast. Cumulative voting
for the election of directors is not permitted.
Dividends
Holders of our
Common Stock are entitled to receive dividends when, as and if declared by our Board of Directors out of funds legally available
for payment, subject to the rights of holders, if any, of our preferred stock. Any decision to pay dividends on our
Common Stock will be at the discretion of our Board of Directors. Our Board of Directors may or may not determine to declare dividends
in the future. See “Dividend Policy.” The Board’s determination to issue dividends will
depend upon our profitability and financial condition, and other factors that our Board of Directors deems relevant.
Liquidation
Rights
In the event of
a voluntary or involuntary liquidation, dissolution or winding up of our company, the holders of our Common Stock will be entitled
to share ratably on the basis of the number of shares held in any of the assets available for distribution after we have paid in
full all of our debts and after the holders of all outstanding preferred stock, if any, have received their liquidation preferences
in full.
Series AA Preferred
Stock
Voting
The holders Series
AA Preferred Stock shall be entitled to the right to vote, either together with holders of the Company’s common stock, or
as a separate class of shares, on any matter upon which the shareholders of common stock of the Company may vote, including, but
not limited to, any resolutions purporting to vary any of their rights or create any class of capital stock ranking in priority
to them or effect any reorganization which would disadvantage the Series AA Preferred Stock relative to the shares of the Company’s
common stock. Each share of the Series AA Preferred Stock shall have voting rights equal to four times the number of common shares
at the time of any vote, divided by the total number of shares of Series AA Preferred stock issued at that time.
Conversion
Rights
Series AA Preferred
Stock shall have no conversion rights into common stock of the Company.
Liquidation
Rights
In the event of
any liquidation, dissolution, or winding up of the Company, either voluntarily or involuntarily, the holders of the Series AA Preferred
Stock shall not be entitled to receive any of the assets of the Company.
Redemption
Rights
The Series AA Preferred Stock shall be redeemed by the Corporation
at the option of the holders of the Series AA Preferred Stock for an aggregate of one dollar ($1.00) for all such shares of Series
AA Preferred Stock so held.
Dividend Rights
The Series AA Preferred Stock holders shall be entitled to receive
dividends, whether in cash, property, or in securities of the Corporation.
Conversion Rights
The Series AA Preferred Stock shall not be able to convert into
the Corporation’s common stock.
Additional Provisions Relating to the Preferred Stock
The Board of Directors (the "Board") is authorized,
subject to limitations prescribed by law and the provisions of the Article of Incorporation, to provide for the issuance of additional
shares of Preferred Stock in one or more series,
and by filings pursuant to the applicable laws of the State
of Colorado, to establish from time to time the number of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such Series A and the qualifications, limitations or restrictions thereof.
The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:
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(1)
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The number of shares constituting that Series AA and distinctive
designation of that series;
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(2)
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The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which dates or dates, and the relative rights of priority, if any, of payment
of dividends on shares of that series;
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(3)
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Whether that series shall have voting rights, in addition
to the voting rights provided by law, and, if so, the terms of such voting rights;
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(4)
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Whether that series shall have conversion privileges, and,
if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as
the Board shall determine;
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(5)
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Whether or not the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable,
and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption
dates;
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(6)
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Whether that series shall have a sinking fund for the redemption
or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;
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(7)
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The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any,
of payment of share of that series;
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(8)
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Any other relative or participation rights, preferences
and limitations of that series;
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(9)
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If no shares of any series of Preferred Stock are outstanding,
the elimination of the designation, powers, preferences, and right of such shares, in which event such shares shall return to
their status as authorized but undesignated Preferred Stock.
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GEN-TECH
HOLDINGS, INC.
1731 First Avenue
New York, NY 10128
$3,564,700.00
7,129,400,000 SHARES OF COMMON STOCK
$0.0005 PER SHARE
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