Electromedical Technologies, Inc 8-K, filed Mar 21, 2022
Electromedical Technologies, Inc (EMED)
About this 8-K
Electromedical Technologies, Inc filed this 8-K on March 21, 2022, reporting on events of March 14, 2022.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
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)
| Commission File Number | ||
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices and Zip Code)
(Issuer's telephone number)
(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 Symbols | Name of 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 14, 2022, the board of directors, acting pursuant to Article V of the Company’s Certificate of Incorporation, amended Section 2.6 of the Company’s By-Laws to be consistent with TITLE 8, Ch. 1 of the Delaware General Corporation Law, § 216, establishing one-third of the shares entitled to vote at any meeting of the stockholders to constitute a quorum.
On March 14, 2022, the board of directors approved a resolution to amend the Company’s Certificate of Incorporation to: (1) increase the Company’s authorized shares to five hundred and one million and one shares of capital stock, including: five hundred million shares designated as “Common Stock,” with a par value of $0.00001 per share; one million shares designated as “Series A Preferred Shares,” par value $0.00001 per share; and one share designated as “Series B Preferred Shares,” par value $0.00001 per share. Concurrently a special meeting of the stockholders was called by the board of directors, where shareholders holding a majority of the votes eligible to be cast approved the proposed amendments to the Company’s Certificate of Incorporation. The amendments were filed with the Delaware Secretary of State and recorded on March 14, 2022.
Section 9 – Financial Statement and Exhibits
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Document | Location | ||
| 4(i) | Certificate of Amendment | Filed Herewith | ||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||
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.
Dated March 18, 2022
| ELECTROMEDICAL TECHNOLOGIES, INC. | ||
| By: | /s/ Matthew Wolfson | |
| Matthew Wolfson | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
Exhibit 4(i)
State of Delaware Secretary of State Division of Corporations Delivered 02:38 PM 03/14/2022 FILED 02:38 PM 03/14/2022 SR 2022099199S - FlleNumber 6521026STATE OF DELAWARE CERTIFICATE OF AMENDMENTOF CERTIFICATE OF INCORPORATIONThe corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of ELECTROMEDICAL TECHNOLOGIES, INC. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows: RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered nFOURTH "so that, as amended, said Article shall be and read as follows: See Exhibit ASECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said 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 the necessary number of shares as required by statute were voted in favor of the amendment. TIDRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 14th day of March , 20 -By:_+&-- ------------ Authorized OfficerTitle: S_e_c_r_e_ta_ry. _Name: Tad Mailander Print or Type
L ;Exhibit AThe aggregate number of shares the corporation shall have the authority to issue is five hundred and one million and one shares (501,000,001), including five hundred million (500,000,000) shares of capital stock designated as common stock, par value $0.00001 per share, one million (1,000,000) shares designated as Series A Preferred Stock, par value $0.00001per share, and one (1) share designated as Series B Preferred Stock, par value $0.00001 per share.1