DWAY 8-K
Driveitaway Holdings, Inc. (DWAY)
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 or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive office) (Zip Code)
(Registrants’ telephone number, including area code)
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | None | None |
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.
By a written consent dated March 15, 2022, the board of directors of Creative Learning Corporation (the “Company”) approved an amendment to its certificate of incorporation to change its name to Driveitaway Holdings, Inc. and to increase the number authorized shares of common stock from 50,000,000 to 1,000,000,000 (the “Amendment”). The Amendment was approved by the written consent of shareholders holding approximately 85% of the total votes of the Company’s capital stock. The Amendment was subject to Company’s distribution of an information statement to shareholders on Schedule 14C. On April 18, 2022, the Company filed the Amendment with the Delaware Secretary of State. The Company has submitted a request to FINRA to obtain a new trading symbol for its common stock that aligns with its new name, but a new symbol as not been issued as of the date of this report.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 3.1 | Certificate of Amendment to Certificate of Incorporation. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL). |
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 thereunto duly authorized.
| DRIVEITAWAY HOLDINGS, INC. | ||
| Dated: April 29, 2022 | By: | /s/ John Possumato |
| Name: | John Possumato | |
| Title: | Chief Executive Officer | |
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION
Creative Learning Corporation, a corporation organized and existing under and by virtue of the laws of the State of Delaware, hereby files this Certificate of Amendment to its Certificate of Incorporation, and does hereby certify:
FIRST: The name of the corporation is Creative Learning Corporation.
SECOND: The Board of Directors of the corporation approved and adopted by written consent resolutions to amend the Certificate of Incorporation of said corporation. The resolutions setting forth the proposed amendments are as follows:
Article II of the Certificate of Incorporation be amended and restated to read in its entirety as follows:
“The name of the Corporation is DriveItAway Holdings, Inc.”
Section 1 of Article IV of the Certificate of Incorporation be amended and restated to read in its entirety as follows:
“The total number of shares of capital stock which the Corporation shall have authority to issue is one billion (1,000,000,000) shares of common stock having a par value of $0.0001 each, and ten million (10,000,000) shares of preferred stock having a par value of $0.0001 each. All or any part of the capital stock may be issued by the Corporation from time to time and for such consideration and on such terms as may be determined and fixed by the Board of Directors, without action of the stockholders, as provided by law, unless the Board of Directors deems it advisable to obtain the advice of the stockholders. Said stock may be issued for money, property, services or other lawful considerations, and when issued shall be issued as fully paid and non-assessable. The private property of stock holders shall not be liable for Corporation debts.”
THIRD: The foregoing amendment was consented to and authorized by the holders of a majority of the issued and outstanding stock by a written consent dated March 10, 2022.
FOURTH: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporate Law of the State of Delaware.
FIFTH: The foregoing amendments shall be effective upon filing.
IN WITNESS WHEREOF, said Creative Learning Corporation has caused this Certificate of Amendment to be signed by John Possumato, the corporation’s chief executive officer, this 18th day of April 2022.
/s/ John Possumato
__________________________________
John Possumato, Chief Executive Officer