ASRE 8-K/A
Astra Energy, Inc. (ASRE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 13, 2022
| Astra Energy, Inc. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
| 000-52205 |
| 20-3113571 |
| (State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification Number) |
9565 Waples Street, Suite 200
San Diego CA 92121
(Address of principal executive offices, including zip code)
(800) 705-2919
(Registrant's telephone number, including area code)
Not applicable
(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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.24d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.23e-4(c))’
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
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. ☐
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K amends Item 9.01 of the Current Report on Form 8-K filed on February 1, 2022 (the “Original Form 8-K”) solely correct the Exhibit numbers. No other changes have been made to the Original Form 8-K.
Item 1.01 Entry into a Material Definitive Agreement
Effective January 13, 2022, the Company and the sole shareholder of the Series A1 Preferred shares entered into a share cancellation agreement, whereby, the sole shareholder of the Series A1 Preferred Shares agreed to the cancellation of the 1(one) share of Series A1 Preferred Shares issued and outstanding.
Item 3.01 Articles of Incorporation
Effective January 21, 2022, the, Company filed with the Nevada Secretary of State a Certificate of Amendment or Withdrawal of Designation with respect to the Series A1 Preferred Shares.
The Certificate amends certain rights and restrictions with respect to the Series A1 Preferred Shares, of which, no shares were issued and outstanding at the date of filing.
Item 8.01 Other Events
Effective January 19, 2022, 8,000 shares of Series A Preferred Stock was returned to treasury. The shares were returned at the direction of the holder of the Series A Preferred Stock. Subsequent to the cancellation, 7,774 shares of Series A Preferred Stock remain outstanding.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number |
| Description |
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| Share Cancellation Agreement between the Company and G7 Holdings Inc. |
*Filed herewith
| 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.
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| ASTRA ENERGY, INC. |
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| Dated: February 2, 2022 | By: | /s/ Daniel Claycamp |
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| Daniel Claycamp |
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| Chief Operating Officer |
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| 3 |
EXHIBIT 4.16
EXHIBIT 10.12
STOCK CANCELLATION AGREEMENT
This Stock Cancellation Agreement (this “Agreement”), dated effective as of January 13, 2022 (the “Effective Date”), is entered into by and between G7 Holdings Inc. (the “Stockholder”) and Astra Energy Inc., a Nevada corporation (the “Company”).
WHEREAS, Stockholder is the record and beneficial owner of one (1) 2020 Series A1 Preferred Share, $.0001 par value per share (the “A1 Stock”) of the Company;
WHEREAS, the Stockholder has agreed to cancel the one (1) share of A1 Stock (the “Subject Share”);
NOW THEREFORE, in consideration of the promises and respective mutual agreements herein contained, it is agreed by and between the parties hereto as follows.
1. Cancellation of Subject Share. Upon the terms and subject to the conditions set forth in this Agreement, the Stockholder hereby agrees to cancel and forfeit all of the Stockholder's right, title and interest in and to the Subject Share. Effective as of the Effective Date, the Stockholder hereby irrevocably instructs the Company and the Company’s transfer agent to cancel the Subject Share such that the Subject Share will no longer be outstanding on the stock ledger of the Company and such that the Stockholder shall no longer have any interest in the Subject Share whatsoever. The Company shall immediately deliver to the Company’s transfer agent irrevocable instructions providing for the cancellation of the Subject Share.
2. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understanding related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied in this Agreement or the written statement, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not set forth.
3. Governing Law. This Agreement shall be governed in all respects, including validity, construction, interpretation and effect, by the laws of the State of Nevada (without regard to principles of conflicts of law).
4. Counterparts. This Agreement may be executed by the parties hereto in separate counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
5. Further Assurances. Each party shall, at the request of the other party, at any time and from time to time following the Effective Date promptly execute and deliver, or cause to be executed and delivered, to such requesting party all such further instruments and take all such further action as may be reasonably necessary or appropriate to carry out the provisions and intents of this Agreement and of the instruments delivered pursuant to this Agreement.
6. Severability of Provisions. If any provision or any portion of any provision of this Agreement or the application of any such provision or any portion thereof to any person or circumstance, shall be held invalid or unenforceable, the remaining portion of such provision and the remaining provisions of the Agreement, or the application of such provision or portion of such provision is held invalid or unenforceable to person or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and such provision or portion of any provision as shall have been held invalid or unenforceable shall be deemed limited or modified to the extent necessary to make it valid and enforceable, in no event shall this Agreement be rendered void or unenforceable.
7. Captions. All section titles or captions contained in this Agreement are for convenience only, shall not be deemed a part of this Agreement and shall not affect the meaning or interpretation of this Agreement. All references herein to sections shall be deemed references to such parts of this Agreement, unless the context shall otherwise require.
| Stock Cancellation Agreement | Page | 2 |
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the Effective Date.
| ASTRA ENERGY INC. | ||
| By: | /s/ Lisa Kowan | |
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| Lisa Kowan, Secretary | |
| G7 HOLDINGS INC. | ||
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| By: | /s/ Harold Schneider |
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| Authorized Signatory |
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