EMED 8-K/A
Electromedical Technologies, Inc (EMED)
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 August 6, 2024, the Board of Directors and a majority of the shareholders eligible to vote approved the cancelation of the Corporation's July 18, 2024, amendment to Section 4 of the Corporation’s Certificate of Incorporation to increase the total number of authorized shares to three billion, one million, and one share.
Instead, the Board and majority shareholders approved the following amendment to increase the total number of authorized shares to five billion, one million, and one, as follows:
Fourth: The aggregate number of shares that the Corporation is authorized to issue is Five Billion, One Million, and One (3,001,000,001), which includes:
| · | Common Stock: Five Billion (5,000,000,000) shares with a par value of $0.00001 per share. |
| · | Series “A” Preferred Shares: One Million (1,000,000) shares with a par value of $0.00001 per share; and |
| · | Series “B” Preferred Shares: One (1) share with a par value of $0.00001 per share. |
The Certificate of Amendment is being processed by the Delaware Secretary of State and will be effective upon completion of the filing.
Section 9 – Financial Statement and Exhibits
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Document | Location | ||
| 3.1 | 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 August 9, 2024
| ELECTROMEDICAL TECHNOLOGIES, INC. | ||
| By: | /s/ Matthew Wolfson | |
| Matthew Wolfson | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
Exhibit 3.1
| STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is_________________________________________ _______________________________________________________________________. ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ 3. That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. By:____________________________________ Authorized Officer Name:____________________________________ Print or Type Electromedical Technologies, Inc. $0.00001 per share, and One (1) share designated as “Series ‘B’ Preferred Shares, par value $0.00001 per share. Matthew Wolfson, President Docusign Envelope ID: FAF8ED16-AB80-4761-8B53-DF779B95A65B 2. The Certificate of Incorporation of the corporation is hereby amended by changing the Article thereof numbered _______ Fourth ________________________ so that, as amended, said Article shall be and read as follows: ____ Fourth_. ___________________________________________________________________ ____ The agg___________________ regate number of shares that th_ e_____________________________________ Corporation shall have the authority to issue is Five Billion, One _ M__________ illion, and One ____ (5,001_,00__________________ 0,001), including Five Billion ( _ 5, _____________________________________ 000,000,000) shares of capital stock designated as “Common S_to__________ ck,” with a ____ par va_lu__________________ e of $0.00001 per share, One M_i _____________________________________ llion (1,000,000) shares designated as “Series ‘A’ Preferred Sha_re__________ s,” par value 08/06/2024 |
