Current Report Filing (8-k)
August 14 2020 - 3:19PM
Edgar (US Regulatory)
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): August 12,
2020
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SOLLENSYS CORP.
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(Exact
name of registrant as specified in its charter)
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Nevada
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333-174581
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80-0651816
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(State
or other jurisdiction
of
incorporation or organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2475 Palm Bay Rd NE, Suite 120
Palm Bay, FL 32905
(Address
of principal executive offices)
(866) 438-7657
(Registrant’s
telephone number, including area code)
185 Avenue of the Americas, 3rd Floor
New York, New York 10036
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2.
below):
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[
] Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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[
] Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a
-12)
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[
] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d -2(b))
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[
] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e -4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. [ ]
Item
3.03.
Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information
regarding the Reverse Split (as defined below) contained in Item
5.03 of this Current Report on Form 8-K is incorporated by
reference herein.
On August 12, 2020, Sollensys Corp. (the “Company”)
filed with the Secretary of State of Nevada a Certificate of Change
to its Articles of Incorporation (the “Amendment”)
to
effect a 1-for-12 reverse stock split (the “Reverse
Split”) of the Company’s issued and outstanding
common stock, par value $0.001 per
share (“Common Stock”). Pursuant to the
Amendment, effective as of September 18, 2020, every twelve (12)
shares of the issued and outstanding Common Stock will be converted
into one share of Common Stock, without any change in the par value
per share. The Reverse Split will also not be effective until the
Financial Industry Regulatory Authority (FINRA) completes its
review of the Reverse Split.
No fractional shares of Common Stock will be issued in connection
with the Reverse Split. If, as a result of the Reverse Split, a
shareholder would otherwise hold a fractional share, the
shareholder will receive, in lieu of the issuance of such
fractional share, one whole share of Common Stock.
Globex Transfer, LLC, the Company’s transfer agent, is acting
as the exchange agent for the Reverse Split and will provide
instructions to shareholders of record regarding the process for
exchanging shares.
The foregoing description of the Amendment is qualified in its
entirety by reference to the complete terms and conditions of the
Amendment, a copy of which is attached to this Current Report on
Form 8-K as Exhibit 3.1 and is incorporated by reference into this
Item 5.03.
Item
5.07.
Submission
of Matters to a Vote of Security Holders.
On August 12, 2020, a certain stockholder, holding 19,000,000
shares of Series A Preferred Stock of the Company, representing
65.4% of the voting power of the Company, acting by written
consent, approved the Reverse Split and the Amendment.
Our Board retains the authority to abandon the Reverse Split for
any reason at any time prior to the effective date of the Reverse
Split.
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits
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Exhibit
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Description
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Certificate of
Change to Articles of Incorporation, effective as of September 18,
2020
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amended report to be signed on its
behalf by the undersigned hereunto duly authorized.
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SOLLENSYS CORP.
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Dated:
August 14, 2020
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By:
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/s/ Donald Beavers
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Donald
Beavers
Chief
Executive Officer
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