CoJax Oil & Gas Corp 8-K, filed Jun 15, 2020
CoJax Oil & Gas Corp (CJAX)
About this 8-K
CoJax Oil & Gas Corp filed this 8-K on June 15, 2020.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
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 12, 2020 (June 11, 2020)
CoJax Oil and Gas Corporation
(Exact name of Registrant as specified in its charter)
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Virginia |
| 333-232845 |
| 46-1892622 |
(State or other jurisdiction of incorporation) |
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| (I.R.S. Employer Identification No.) |
Jeffrey Guzy, Chief Financial Officer
3033 Wilson Boulevard, Suite E-605
Arlington, Virginia 22201
(703) 216-8606
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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 C.F.R. 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. 240.14d-2(b)) |
☐ | Pre-commencement 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 Growth Company X
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:
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Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
None
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On June 12, 2020, CoJax Oil and Gas Corporation, a Virginia corporation (“Corporation”) filed an Amendment (“Amendment”) to its Amended and Restated Articles of Incorporation with the Virginia State Corporation Commission (“S.C.C.”). The Amendment will amend Section D(4) and Section D(5) of Article III of the Amended and Restated Articles of Incorporation to clarify the meaning of each section. Section D(4) grants conversion rights to holders of the Series A Convertible Preferred Stock and Section D(5) provides that the issued shares of Series A Convertible Preferred Stock would convert without any action by the holders into shares of Corporation Common Stock in the event of a merger or similar reorganization involving the Corporation. The Amendment was approved by the sole shareholder and sole director of the Corporation. The Amendment will be effective upon review and acceptance by S.C.C., which should be within ten days from the filing date. The Corporation has issued no shares of Series A Convertible Preferred Stock as of the date of the filing of this Current Report on Form 8-K.
Attached as Exhibit 3.1 to this Current Report on Form 8-K is the Amendment as filed with the S.C.C. The above summary of the Amendment is qualified by reference to the Amendment and the Amended and Restated Articles of Incorporation, as filed as Exhibit 3.1 to the Corporation’s Form S-1 Registration Statement (S.E.C. File Number 333-232845), filed with Commission on July 26, 2019.
Item 9.01 Financial Statements and Exhibits.
Exhibit NumberDescription of Exhibit
3.1Amendment to Amended and Restated Articles of Incorporation of CoJax Oil and Gas Corporation, dated June 12, 2020
SIGNATURE
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 thereunto duly authorized.
COJAX OIL AND GAS CORPORATION
By: /s/ Jeffrey J. Guzy
Jeffrey J. Guzy, Chief Executive Officer
Date: June 12, 2020
EXHIBIT INDEX
Exhibit NumberDescription of Exhibit
3.1Amendment to Amended and Restated Articles of Incorporation of CoJax Oil and Gas Corporation, dated June 12, 2020
Exhibit 3.1
Articles of Amendment to Amended and Restated Articles of Incorporation of
CoJax Oil and Gas Corporation
The undersigned, on behalf of the Corporation named below, and pursuant to Title 13.1, Chapter 9, Article 11 of Code of Virginia, states as follows:
CoJax Oil and Gas Corporation, a Virginia corporation (the “ Corporation ”), desires to amend its Amended and Restated Articles of Incorporation, to the extent and in the manner set forth herein and certifies the following in connection therewith:
1.Name of Corporation. The name of the Corporation is Cojax Oil and Gas Corporation (“Corporation”).
2.Amendment. Article III, Section D, of the Amended and Restated Articles of Incorporation of the Corporation is amended by deleting Section D(4) and Section D(5) of Article III in their entirety and replacing those sections with new Section D(4) and Section D(5), each as set forth in Attachment One hereto, which Attachment One is set forth verbatim in this Item #2.
3.The foregoing Amendment was adopted on June 11, 2020, by written consent of the sole shareholder of record of the shares of Common Stock, $0.01 par value per share, of the Corporation.
4. The foregoing Amendment was adopted and approved by the sole director of the Corporation on June 11, 2020.
Executed in the name of the Corporation by an officer below on date set forth below:
Signature: /s/ Jeffrey J. Guzy
Name: Jeffrey J. Guzy, Chief Executive Officer and President
Corporation’s SCC ID#: 08247652 Telephone: (703) 216-8606
Date: June 12, 2020
Exhibit 3.1
Attachment One:
Amendment to Amended and Restated Articles of Incorporation of
CoJax Oil and Gas Corporation
(4) Conversion upon Demand of Shareholders. Each share of the Series A Preferred Stock that is issued and outstanding may be converted into ten (10) shares of Common Stock (the “Series A Conversion Shares”) by the holder thereof upon written demand to the Corporation and upon compliance with any reasonable administrative requirements of the Corporation for such conversion.
(5) Merger. In the event of any merger, reorganization (other than a recapitalization, subdivision, combination, reclassification, exchange of shares of Series A Preferred Stock for another class or series of Corporation’s capital stock, or a conversion of the Series A Preferred Stock under Section D(4) above), or consolidation of the Corporation with or into another corporation or company (other than a liquidating event described in Section D(6) below), then in any such case the shares of this Series A Preferred Stock shall automatically be converted into a number of shares of Common Stock equal to the Series A Conversion Shares (based on a conversion ratio of ten (10) shares of Common Stock for each share of Series A Preferred Stock), and such conversion shall be consummated prior to the record date for holders of the shares of Common Stock for any such merger, reorganization, or consolidation.