8-K
Antiaging Quantum Living Inc. (AAQL)
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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): June 6, 2024
ANTIAGINGQUANTUM LIVING, Inc.
(Exact Name of Registrant as Specified in its Charter)
| New York | 000-56157 | 47-2643986 |
|---|---|---|
| (State<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 133-27 39th Ave #PH2A Flushing, NY | 11354 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
(929)527-5382
(Registrant’s telephone number, including area code)
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):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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<br> 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. ☐
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| N/A | N/A | N/A |
Item5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 6, 2024, the holders of a majority of the issued and outstanding voting securities of Antiaging Quantum Living Inc (the “Company”) approved, by written consent, an amendment to its Certificate of Incorporation of the Company to increase in the number of authorized shares of common stock of the Company from thirty million (30,000,000) shares of common stock, par value $0.001 per share, to six billion (6,000,000,000) shares of common stock, par value $0.00001 per share (the “Authorized Capital Increase”). Upon the effectiveness of the Authorized Capital Increase, the shares of common stock will be categorized as follows: 1,200,000,000 Class A shares, 1,200,000,000 Class B shares, 1,200,000,000 Class C shares, 1,200,000,000 Class D shares, and 1,200,000,000 Class E shares.
On June 6, 2024, the Certificate of Amendment to the Certificate of Incorporation (the “Amendment”) was filed with New York State Department effectuating the Authorized Capital Increase. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item9.01 Financial Statements and Exhibits
(d)Exhibits
| Number | Description |
|---|---|
| 3.1 | Certificate of Amendment to the Certificate of Incorporation |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 |
| --- |
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.
June 21, 2024
| ANTIAGING QUANTUM LIVING, Inc. | |
|---|---|
| /s/ Barry Wan | |
| By: | Barry<br> Wan |
| Title: | President |
| 3 |
| --- |
Exhibit3.1
CERTIFICATEOF AMENDMENT
TOTHE
CERTIFICATEOF INCORPORATION
OF
AntiagingQuantum Living Inc.
Under Section 805 of the Business Corporation Law
**FIRST:**The name of the corporation is Antiaging Quantum Living Inc..
SECOND: The date of filing of the Certificate of Incorporation with the Department of State is December 29, 2014.
**THIRD:**The Certificate of Incorporation is hereby amended to effect the following change:
To increase the shares of stock the corporation has authority to issue in paragraph Fourth of the Certificate of Incorporation from 30,000,000 shares at par value $0.001 to 6,000,000,000 shares at par value $0.00001 that the corporation has authority to issue all 6,000,000,000 shares are issued, as a result there are no unissued shares. These shares will be categorized into 1,200,000,000 Class A shares, 1,200,000,000 Class B shares, 1,200,000,000 Class C shares, 1,200,000,000 Class D shares, and 1,200,000,000 Class E shares. The ratio of change of the issued 30,000,000 shares par value $0.001 into the 6,000,000,000 shares par value $0.00001 will be on a 1 to 200 share basis.
As a result of this amendment paragraph Fourth of the Certificate of Incorporation will now read as follows:
FOURTH: The aggregate number of shares which the corporation shall have the authority to issue is 6,000,000,000 shares at par value $0.00001. These shares are categorized into 1,200,000,000 Class A shares, 1,200,000,000 Class B shares, 1,200,000,000 Class C shares, 1,200,000,000 Class D shares, and 1,200,000,000 Class E shares.
**FOURTH:**The certificate of amendment was authorized by the vote of the board of directors followed by the unanimous written consent of the holders of all outstanding shares.
| X: |
|---|
| Barry<br> Wan, Chief Executive Officer |
CERTIFICATEOF AMENDMENT
TOTHE
CERTIFICATEOF INCORPORATION
OF
AntiagingQuantum Living Inc.
Under Section 805 of the Business Corporation Law
Filed by:
Barry Wan
133-27 39th Ave, Ths #PH2A
Flushing
NY 11354, New York