DOGP 8-K
Dogecoin Cash, Inc. (DOGP)
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):
(Formerly Cannabis Sativa, Inc.)
(State or other jurisdiction | (Commission | (IRS Employer |
(
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Former name or former address, if changed since last report:
Cannabis Sativa, Inc.
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 l4a- l2 under the Exchange Act (17 CFR 240. l4a- l2) | |
Pre-commencement communications pursuant to Rule l4d-2(b) under the Exchange Act (17 CFR 240. l4d-2(b)) | |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. l3e-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 |
Common | CBDS | OTCQB |
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 1.01 Entry into a Material Definitive Agreement
On November 13, 2024, the Board of Directors of Dogecoin Cash, Inc. (formerly Cannabis Sativa, Inc.) authorized the acquisition of 600,000,000 Dogecoin Cash (crypto symbol: DOG) tokens and the entity DogeSPAC, LLC, a Colorado-based entity, from DogeSPAC, LLC, a Puerto Rico company in exchange for 4,500,000 newly issued CBDS preferred shares. This acquisition supports Dogecoin Cash, Inc.’s strategic focus on integrating cryptocurrency solutions into its operational and transactional processes.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The Board of Directors authorized a change in the company’s name from Cannabis Sativa, Inc. to Dogecoin Cash, Inc. This change was officially filed and recorded with the state of Nevada on November 13, 2024, as part of the company’s strategic pivot towards digital currency and blockchain applications within its business model.
Item 8.01 Other Events
To support this transition, Dogecoin Cash, Inc. has declared a special dividend. Common shareholders of record as of November 25, 2024, will receive 1 preferred share for every 1,000 common shares held. This dividend reflects the Board’s commitment to provide value to shareholders in line with the company's new strategic direction.
Disclaimer:
Dogecoin Cash, Inc., and the Dogecoin Cash (DOG) token, were inspired by the well-known cryptocurrency Dogecoin; however, Dogecoin Cash, Inc. is not affiliated with, endorsed by, or associated with Dogecoin or its development team.
Clarification on Identification:
To prevent any confusion between Dogecoin Cash, Inc. (CBDS), a corporate entity, and Dogecoin Cash (DOG), the cryptocurrency token, each has been assigned a unique CUSIP identifier. Dogecoin Cash, Inc. and its shares are registered with the symbol CBDS, while the Dogecoin Cash (DOG) tokens are identifiable solely within cryptocurrency markets.
Item 9.01 Financial Statements and Exhibits
Exhibits
·Resolution of the Board of Directors authorizing the acquisition of assets from DogeSPAC, LLC, the name change to Dogecoin Cash, Inc., and the declaration of a preferred share dividend, included as Exhibit 99.1.
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.
Dogecoin Cash, Inc.
Date: November 13, 2024
By: /s/ David Tobias
David Tobias
Chief Executive Officer
Minutes of the Board of Directors Meeting Cannabis Sativa, Inc.
Date: November 13, 2024
Call-in # (605)765-4000 Pin # 765906
Present:
•David Tobias, CEO and Chairman
•Cathy Carroll, Trevor Reed Rob Tankson
Call to Order:
The meeting was called to order at l0am MST by David Tobias, CEO
Agenda:
1.Acquisition of Dogecoin Cash (DOG) Tokens and DogeSPAC, LLC
2.Corporate Name Change
3.Declaration of Special Dividend
Discussion and Resolutions
1.Acquisition of Dogecoin Cash (DOG) Tokens and DogeSPAC, LLC
The Board discussed the acquisition of 600,000,000 Dogecoin Cash tokens (crypto symbol.- DOG) and DogeSPAC, LLC, a Colorado entity, from DogeSPAC, LLC, Puerto Rico. This acquisition aims to integrate cryptocurrency capabilities within the company's operations and align with its strategic focus on digital assets.
Resolution:
After discussion, the Board resolved to approve the acquisition of 600,000,000 Dogecoin Cash (DOG) tokens and DogeSPAC, LLC, Colorado, from DogeSPAC, LLC, Puerto Rico.
2.Corporate Name Change
The Board considered a name change from Cannabis Sativa, Inc. to Dogecoin Cash, Inc., reflecting the company's strategic pivot towards cryptocurrency solutions.
Motion by Cathy Carroll; Trevor Reed 2nd, passed unanimously
Resolution:
The Board unanimously approved the name change to Dogecoin Cash, Inc., effective upon filing with the state of Nevada.
Motion by Cathy Carroll; Trevor Reed 2nd. passed unanimously
3.Declaration of Special Dividend
The Board discussed issuing a special dividend to shareholders as part of its strategic alignment with digital currency initiatives. It was proposed that common shareholders of record on November 25, 2024, receive one preferred share for every 1,000 common shares held.
Resolution:
The Board approved the declaration of a special dividend, issuing one preferred share for every 1,000 common shares held by shareholders on the record date of November 25, 2024.
Motion by Cathy Carroll; Trevor Reed 2nd, passed unanimously
Clarification Statement
The Board emphasized that Dogecoin Cash, Inc. (trading under CBDS) and the Dogecoin Cash (DOG) token are separate entities, each identified by unique CUSIP numbers to avoid confusion in trading and financial reporting.
Adjournment:
There being no further business, the meeting was adjourned at [time].
David Tobias
CEO and Chairman
Date: November 13, 2024