Azio Ai Holdings, Inc 8-K, filed Jun 28, 2022
Azio Ai Holdings, Inc. (AZIO)
About this 8-K
Azio Ai Holdings, Inc filed this 8-K on June 28, 2022, reporting on events of June 24, 2022.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(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 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 6, 2022, the board of directors (the “Board”) of Envirotech Vehicles, Inc. (the “Company”) approved a reverse stock split of Common Stock at an exchange ratio of up to one (1) for every twenty (20) shares of Common Stock (the “Reverse Split”). The Reverse Split has been reviewed by the Financial Industry Regulatory Authority (FINRA). On June 24, 2022, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware in the form attached as Exhibit 3.1 hereto (the “Certificate of Amendment”). The Certificate of Amendment effected the Reverse Split at 5:00 p.m., Eastern Time on June 24, 2022, such that every twenty (20) shares of Common Stock has been automatically converted into one (1) share of Common Stock. The Company will not issue fractional certificates for post-reverse split shares in connection with the Reverse Split. Rather, all shares of Common Stock that are held by a stockholder will be aggregated and each stockholder shall be entitled to receive the number of whole shares resulting from the combination of the shares so aggregated. Any fractions resulting from the Reverse Split computation shall be rounded up to the next whole share. The Reverse Split went effective with the OTC Markets on June 24, 2022. A “D” will be placed on the current symbol of the Company, EVTV, beginning on June 24, 2022, for 20 business days to alert the public of the Reverse Split. The new CUSIP number for the Company’s common stock following the Reverse Split is 29414V209.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit |
Description | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation of Envirotech Vehicles, Inc., dated June 24, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| ENVIROTECH VEHICLES, INC. | ||||||
| Dated: June 28, 2022 | By: | /s/ Phillip W. Oldridge | ||||
| Phillip W. Oldridge | ||||||
| Chief Executive Officer and Chairman of the Board | ||||||
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
ENVIROTECH VEHICLES, INC.,
a Delaware corporation
Envirotech Vehicles, Inc., a corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as the “Corporation”), hereby certifies as follows:
1. That at a meeting of the board of directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and directing said amendment to be submitted to the stockholders of the Corporation at a meeting of the stockholders of the Corporation duly called and held in accordance with the General Corporation Law of the State of Delaware. The resolutions setting forth the proposed amendment are as follows:
RESOLVED, that Article IV of the Amended and Restated Certificate of Incorporation of the Corporation be amended by adding the following paragraph at the end thereof:
“Effective as of 5:00 p.m., Eastern time, on June 24, 2022 (the “Effective Time”), every twenty (20) outstanding shares of the common stock, par value of $0.00001 per share, of the Corporation (“Common Stock”) issued and outstanding or held in the treasury of the Corporation will automatically be combined, reclassified and changed into one (1) fully paid and non-assessable share of Common Stock, without any further action by the holders of such shares; provided, however, that if such reclassification results in any stockholder being entitled to fractional shares that when aggregated equal less than a whole share of Common Stock, such fractional shares shall be reclassified and converted from and after the Effective Time into one (1) whole share of Common Stock in lieu of such fractional shares. No other exchange, reclassification or cancellation of issued shares shall be effected by this amendment.”
2. That thereafter, pursuant to resolution of the board of directors of the Corporation, the annual meeting of the stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting of the stockholders of the Corporation the necessary number of shares as required by statute were voted in favor of the proposed amendment.
3. That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
-1-
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of Amended and Restated Certificate of Incorporation to be signed by Philip W. Oldridge, the Chief Executive Officer and Chairman of the Board of the Corporation, on June 24, 2022.
| /s/ Phillip W. Oldridge |
| Philip W. Oldridge |
| Chief Executive Officer and Chairman of the Board |
-2-