TKLS 8-K
Trutankless, Inc. (TKLS)
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) September 24, 2021
TRUTANKLESS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-54219 | 26-2137574 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
7025 E. Greenway Parkway, Suite 200
Scottsdale, Arizona 85254
(Address of Principal Executive Offices, including zip code)
(480) 275-7572
(Registrant’s telephone number, including area code)
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 Symbol(s) | Name of each exchange on which registered |
| None | N/A | N/A |
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. [ ]
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Item 7.01 Regulation FD Disclosure
On September 24, 2021 the Company issued a press release providing an update about a 1-for-8 reverse stock split of the Company’s common stock. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.
The information in this Form 8-K provided under Item 7.01 and Exhibit 99.1 attached hereto are furnished to, but shall not be deemed filed with, the Securities and Exchange Commission or incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 8.01 Other Events.
On September 27, 2021, FINRA processed a 1-for-8 reverse stock split of the Company’s common stock that was approved by the Company’s Board of Directors on April 9, 2021 and as further described in the Company’s Information Statement on Schedule 14C filed with the Securities and Exchange Commission on March 3, 2021.
Item 9.01 Exhibits
| Exhibit Number | Description |
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| Press Release, dated September 24, 2021, titled “Trutankless, Inc. Announces 1-for-8 Reverse Stock Split” |
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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.
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| TRUTANKLESS, INC. |
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| Date: September 28, 2021 |
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| /s/ Michael Stebbins |
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| By: Michael Stebbins, CEO and Director |
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FOR IMMEDIATE RELEASE
Media Contact:
480-275-7572
Trutankless, Inc. Announces 1-for-8 Reverse Stock Split
Shares of Common Stock Will Begin Trading on Split-Adjusted Basis
September 27th, 2021
(PHOENIX) September 24th, 2021 – PHOENIX, /PRNewswire/ -- Trutankless, Inc. (OTCQB: TKLS) manufactures an award-winning line of smart electric tankless water heaters. Trutankless today announced that its Board of Directors has approved a 1-for-8 reverse split (the "Reverse Stock Split") of its issued and outstanding common stock (the "Common Stock") that will become effective on Monday, September 27th, 2021. The Common Stock will begin trading on a split-adjusted basis on that day under the new CUSIP number, 89842T200.
At the Effective Time, every eight issued and outstanding shares of the Company’s common stock will be converted into one share of the Company’s common stock, respectively. Once effective, the reverse stock split will reduce the number of shares of common stock issued and outstanding from approximately 104 Million shares to approximately 13 Million shares. No fractional shares will be issued in connection with the reverse stock split, and all fractional shares will be rounded up to the next whole share. The reverse stock split will not modify any rights or preferences of the Company’s common stock. There will be no change to the number of authorized shares or par value of the Company’s common or preferred stock following the effectiveness of the reverse split.
Beginning Monday, September 27th, the company will trade under the ticker symbol TKLSD for 20 business days. After 20 business days, the symbol will then change back to TKLS.
The Company expects that stockholders holding shares of Trutankless common stock at registered brokerage firms or at the transfer agent will have the Reverse Split transaction processed automatically in their accounts over the next few days. Stockholders holding physical stock certificates may request new certificates evidencing their post-Reverse Split shares by contacting the Company's transfer agent, Pacific Stock Transfer, at either [email protected] or 1-800-785-7782.
This release will be filed today by the Company with the Securities and Exchange Commission as an exhibit to Form 8-K
About Trutankless, Inc.:
Trutankless, Inc. (OTCQB: TKLS) is a technology-driven developer of accessible, next-generation home automation and efficiency systems. The Company's primary products are a line of electric tankless water heaters that surpasses traditional tank water heaters in energy efficiency, output, dependability and environmental sustainability. The Company sells its products to plumbing wholesale distributors and dealers throughout the United States. Trutankless, Inc. was founded in 2008 and is headquartered in Scottsdale, Arizona.
Please visit www.trutankless.com or call 855-TO-BUY-TRU.
Connect on social media:
www.houzz.com/pro/trutankless
www.facebook.com/trutankless
www.twitter.com/trutankless
www.youtube.com/trutankless
Forward-Looking Statement: The statements in this press release regarding any implied or perceived benefits from the release by Trutankless of its line of electric tankless water heaters or added key strategic sales and distribution partners are forward-looking statements. Such statements involve risks and uncertainties, including, but not limited to, risks of the key strategic sales and distribution partners ability to sell our product, and effects of legal and administrative proceedings and governmental regulation, especially in a foreign country, future financial and operational results, competition, general economic conditions, and the ability to manage and continue growth.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this news release include the introduction of new technology, market conditions, and those set forth in reports or documents we file from time to time with the SEC. We undertake no obligation to revise or update such statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. There is no guarantee that any specific outcome will be achieved. Past performance is not indicative of future results.
SOURCE Trutankless, Inc.