Big Digital Energy, Inc 8-K, filed Mar 23, 2021
Big Digital Energy, Inc. (BGDE)
About this 8-K
Big Digital Energy, Inc filed this 8-K on March 23, 2021, reporting on events of March 17, 2021.
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 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): March 17, 2021
Mawson Infrastructure Group Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-52545 | 88-0445167 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) | (IRS
Employer Identification No.) |
| Level 5, 97 Pacific Highway, North Sydney NSW Australia | 2060 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code +61 02 8624 6130
Wize Pharma, Inc.
(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:
| ☐ | 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 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 March 15, 2021, the Board of Directors of Wize Pharma, Inc. (the “Company”) voted to approve a Certificate of Amendment of Certificate of Incorporation of Wize Pharma, Inc. (the “Charter Amendment”) to change the Company’s name from Wize Pharma, Inc. to Mawson Infrastructure Group Inc., pursuant to Section 242 of the General Corporation Law of the State of Delaware, which does not require a meeting or vote of stockholders to adopt an amendment that effects only a change of corporate name. The Charter Amendment was filed with the Secretary of State of Delaware, and both the Charter Amendment and change of name to Mawson Infrastructure Group Inc., became effective on March 17, 2021.
The description of the Charter Amendment is only a summary and is qualified in its entirety by the full text of such document which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment of Certificate of Incorporation of Wize Pharma, Inc. |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Company cautions that statements in this report that are not a description of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” and “will,” among others. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon the Company’s current expectations and involve assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” included in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2021, and in other filings that the Company has made and may make with the SEC in the future. One should not place undue reliance on these forward-looking statements, which speak only as of the date on which they were made. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made, except as may be required by law.
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Mawson Infrastructure Group Inc. | ||
| Date: March 23, 2021 | By: | /s/ Or Eisenberg |
| Or Eisenberg | ||
| Chief Financial Officer | ||
2
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF CERTIFICATE OF
INCORPORATION OF WIZE PHARMA, INC.
Wize Pharma, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation filed with the Secretary of State on February 10, 2012, as amended on or around July 18, 2013, November 15, 2017, and March 1, 2018 (collectively, the “Certificate of Incorporation”).
2. Article I of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
“ARTICLE I
Name
The name of the corporation is Mawson Infrastructure Group Inc.”
3. This amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
4. All other provisions of the Certificate of Incorporation shall remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by James Edward Manning, its Chief Executive Officer, this 15 day of March, 2021
| By | /s/ James Edward Manning | |
| James Edward Manning | ||
| Chief Executive Officer |
| State of Delaware Secretary of State Division of Corporations Delivered 10:03 AM 03/17/2021 FILED 10:03 AM 03/17/2021 SR 20210936881 - File Number 5081043 |