USDW 8-K
Made In USA Inc. (USDW)
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) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s 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:
| 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: 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.
On August 28, 2025, the Board of Directors and shareholders holding a majority of the outstanding shares approved amendments to the Company’s Articles of Incorporation to:
| 1. | Change the Company’s corporate name from Alixo-Yolloo Corporation to MADE IN USA INC. |
| 2. | Approve a trading symbol change from “ALXY” to “MADE” (subject to FINRA processing). |
| 3. | Effectuate a forward stock split of the Company’s common stock at a ratio of four-for-one (4:1). Each shareholder of record will receive three additional shares for every one share held. No fractional shares will be issued; any fractional interests will be rounded up. |
| 4. | Increase authorized capital to 90,000,000 shares of Common Stock and 10,000,000 shares of “blank check” Preferred Stock. |
| 5. | Change the fiscal year end to December 31. |
| 6. | Approve re-domiciliation of the Company from Nevada to Wyoming. |
The Company has filed the required notices with the Financial Industry Regulatory Authority (FINRA) under Rule 6490. The corporate actions remain pending until FINRA publishes notice on its Daily List. We expect that our ticker symbol will temporarily trade with a “D” suffix (e.g., “MADED”) for 20 business days following the effective date of the forward split. A new CUSIP number for our Common Stock has been requested.
Item 8.01 Other Events.
The Company has relocated its principal executive offices and books and records from:
Business Center Sunkar, Building 47B, Aktau 130002, Kazakhstan to:
1712 Pioneer Avenue, Suite 500, Cheyenne, Wyoming 82001, USA.The Company has also adopted the following official blockchain identifier:
| · | Ethereum Wallet: 0xcf3B0Be807b581B49a7CAD68EcEB48CB52196212 |
Item 9.01 Financial Statements and Exhibits.
Exhibits:
| 3.1 | Articles of Amendment (Nevada Secretary of State, certified) | |
| 99.1 | Board Resolution approving corporate actions | |
| 99.2 | Press Release announcing name change, symbol change, and forward split | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been duly caused by the undersigned.
Dated: September 10, 2025 |
MADE IN USA INC. | |
| (f/k/a Alixo-Yolloo Corporation) | ||
| By: | /s/ Adam Reiser | |
|
Adam Reiser Chief Executive Officer & Chairman | ||
| 3 |
Exhibit 3.1
Business Entity - Filing Acknowledgement 08/27/2025 Work Order Item Number: Filing Number: Filing Type: Filing Date/Time: Filing Page(s): W2025082702535 - 4679874 20255136163 Amendment Before Issuance of Stock 08/27/2025 13:12:16 PM 3 Indexed Entity Information: Entity ID: E0024572019 - 0 Entity Status: Active Entity Name: Made in USA Inc. Expiration Date: None Commercial Registered Agent EASTBIZ.COM, INC. 5348 VEGAS DRIVE, LAS VEGAS, NV 89108, USA FRANCISCO V. AGUILAR Secretary of State RUBEN J. RODRIGUEZ Deputy Secretary for Southern Nevada 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2452 STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE GABRIEL DI CHIARA Chief Deputy Secretary of State DEANNA L. REYNOLDS Deputy Secretary for Commercial Recordings 401 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7141 The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, FRANCISCO V. AGUILAR Secretary of State Page 1 of 1 Commercial Recording 2250 Las Vegas Blvd North North Las Vegas, NV 89030 401 N. Carson Street Carson City, NV 89701 1 State of Nevada Way Las Vegas, NV 89119
| 1 |
Name of entity as on file with the Nevada Secretary of State : ALIXO - YOLLOO CORPORATION Entity or Nevada Business Identification Number (NVID) : NV20191050305 1. Entity information Certificate to Accompany Restated Articles or Amended and Restated Articles Restated Articles - No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on: The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate. Amended and Restated Articles * Restated or Amended and Restated Articles must be included with this filing type. 2. Restated or Amended and Restated Articles (Select one): (If amending and restating only, complete section 1, 2 and 6.) Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.380 - Before Issuance of Stock) The undersigned declare that they constitute at least two - thirds of the following: (Check only one box) incorporators board of directors The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued 3. Type of amendment filing being completed: (Select only one box): (If amending, complete section 1,3,5 and 6.) Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: Officer"s Statement (foreign qualified entities only) - Name in home state, if using a modified name in Nevada: Jurisdiction of formation: Changes to takes the following effect: The entity name has been amended. Dissolution The purpose of the entity has been amended. Merger The authorized shares have been amended. Conversion Other: (specify changes) * Officer's Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory or otherwise, relating to the original articles in the place of the corporations creation. FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov www.nvsilverflume.gov Profit Corporation: Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78.403) Officer's Statement (PURSUANT TO NRS 80.030) TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT Business Number E0024572019 - 0 Filed in the Office of Filing Number 20255136163 Secretary of State State Of Nevada Filed On 08/27/2025 13:12:16 PM Number of Pages 3 This form must be accompanied by appropriate fees. page 1 of 3
| 2 |
Entity Name: Made in USA Inc. ShareTypeName SharesValue SharesQuantity ShareType ShareName Date: 08/27/2025 Time: 01:12 PM (must not be later than 90 days after the certificate is filed) 4. Effective date and Time: (Optional) Changes to takes the following effect: The entity name has been amended. The registered agent has been changed. (attach Certificate of Acceptance from new registered agent) The purpose of the entity has been amended. The authorized shares have been amended. The directors, managers or general partners have been amended. IRS tax language has been added. Articles have been added . Articles have been deleted Other . The articles have been amended as follows : (provide article numbers, if available) (attach additional page(s) if necessary) 5. Information Being Changed: (Domestic corporations only) X Larry Light Director Signature of Officer, Incorporator or Authorized Signer Title *If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof. 6. Signature: (Required) Please include any required or optional information in space below: (attach additional page(s) if necessary) FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov www.nvsilverflume.gov Profit Corporation: Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78.403) Officer's Statement (PURSUANT TO NRS 80.030) This form must be accompanied by appropriate fees. page 2 of 3
| 3 |
FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov www.nvsilverflume.gov This form must be accompanied by appropriate fees. page 3 of 3
| 4 |
NEVADA STATE BUSINESS LICENSE Made in USA Inc. Nevada Business Identification # NV20191050305 Expiration Date: 01/31/2026 In accordance with Title 7 of Nevada Revised Statutes, pursuant to proper application duly filed and payment of appropriate prescribed fees, the above named is hereby granted a Nevada State Business License for business activities conducted within the State of Nevada . Valid until the expiration date listed unless suspended, revoked or cancelled in accordance with the provisions in Nevada Revised Statutes. License is not transferable and is not in lieu of any local business license, permit or registration. License must be cancelled on or before its expiration date if business activity ceases. Failure to do so will result in late fees or penalties which, by law, cannot be waived . Certificate Number: B202508276032601 You may verify this certificate online at https://www.nvsilverflume.gov/home IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on 08/27/2025. FRANCISCO V. AGUILAR Secretary of State
| 5 |
Exhibit 99.1
BOARD RESOLUTION
MADE IN USA INC
(A Nevada Corporation)
BOARD RESOLUTION APPROVING CORPORATE NAME CHANGE, SYMBOL CHANGE, AND FORWARD STOCK SPLIT
Date: September 8, 2025
Location: Telephonically to All Parties
The undersigned, being all members of the Board of Directors of MADE IN USA INC (the “Company”), a Nevada corporation, do hereby adopt the following resolutions by unanimous written consent:
WHEREAS,
the Board has determined that it is in the best interests of the Company and its shareholders to change the corporate name and request a new trading symbol better to reflect the Company’s business focus and mission; and
WHEREAS,
The Board has further determined that a forward stock split in the ratio of four-for-one (4:1) will enhance the trading
liquidity of the Company’s common stock and benefit existing shareholders without altering their relative ownership interests.
NOW, THEREFORE, BE IT RESOLVED:
| 1. | Corporate Name Change |
| · | The name of the Company shall be changed from Alixo-Yolloo Corp to MADE IN USA INC. |
| · | The officers of the Company are authorized and directed to file an Amendment to the Company’s Articles of Incorporation with the Nevada Secretary of State and to take all necessary steps to give effect to the name change. |
| 2. | Symbol Change |
| · | The Company shall request from the Financial Industry Regulatory Authority (FINRA) and OTC Markets Group a change in its trading symbol, from ALXY to MADE (preferred). |
| · | The officers of the Company are authorized and directed to submit all required forms, resolutions, and supporting documentation to FINRA and OTC Markets Group to effectuate the symbol change. |
| 1 |
| 3. | Forward Stock Split |
| · | The Company hereby approves a forward split of its common stock on a four-for-one (4:1) basis. |
| · | Each shareholder of record as of the Record Date to be set by the officers of the Company shall receive three additional shares of common stock for every one share held. |
| · | No fractional shares shall be issued; any fractional interests shall be rounded up to the nearest whole share. |
| · | The forward split shall not affect the par value, authorized shares, or relative ownership percentages of shareholders. |
| 4. | CUSIP and Transfer Agent |
| · | The officers of the Company are authorized to coordinate with CUSIP Global Services to obtain an updated CUSIP number, if required. |
| · | The Company’s transfer agent, VStock Transfer LLC, is authorized to issue updated shareholder positions and provide FINRA with an attestation letter confirming pre- and post-split share counts. |
| 5. | Regulatory Filings |
| · | The officers of the Company are authorized and directed to submit all necessary filings with FINRA (Rule 6490 Corporate Action Notification), OTC Markets, and the Securities and Exchange Commission (SEC), including any Form 8-K, press release, or other disclosure required by applicable law and regulation. |
| 6. | General Authority |
| · | The officers of the Company are hereby authorized and empowered to execute any and all documents and take any and all actions as may be necessary or desirable to carry out the intent of the foregoing resolutions. |
| 2 |
IN WITNESS WHEREOF, the of the Company have all voted unanimously for these resolutions via this telephonically Board meeting witnessed by the Secretary of the Board and evidenced by signature below.
As evidenced this 9th day of September 2025
/s/ Dominick F. Maggio
Dominick F. Maggio
Board Secretary
Cc: Adam Reiser, Chairman/CEO
Michelle Tan, Director/EVP
Larry Light, Director
Luci Sheehan, Director
Pete Petropoulos, Director
Marty Martin, Independent Director
| 3 |
Exhibit 99.2
FOR IMMEDIATE RELEASE
MADE IN USA INC. (OTC: ALXY) Announces Corporate Name Change, Symbol Change, and 4-for-1 Forward Stock Split
CHEYENNE, WY — September 9, 2025 — MADE IN USA INC. (OTC: ALXY), a veteran-led company focused on reshoring U.S. manufacturing and supply chain transparency, today announced that it has filed with Financial Industry Regulatory Authority (FINRA) to evidence the Company’s corporate action request to:
| · | Change the corporate name from Alixo-Yolloo Corporation to MADE IN USA INC. |
| · | Change the trading symbol from ALXY to MADE. |
| · | Effectuate a 4-for-1 forward stock split of its common stock. |
The corporate actions could be effective at the opening of trading. At that time, the Company’s common stock will begin trading under the new name and symbol on the OTC Markets. For a period of 20 trading days, the symbol may temporarily carry a “D” suffix (e.g., MADED).
As a result of the forward split, each shareholder of record as of September 9, 2025, will receive three additional shares of common stock for every one share held. Shareholders require no action. No fractional shares will be issued; fractional interests will be rounded up to the nearest whole share.
The Company’s CUSIP number for its common stock may be updated from the current 01642X109 to a new number. The total number of authorized shares has been increased to 90,000,000 shares of Common stock and 10,000,000 shares of blank check Preferred stock.
“This transformation reflects the Company’s mission to restore American manufacturing capacity, provide transparency in supply chains, and deliver truth in labeling,” said Adam Reiser, Chief Executive Officer and Chairman of MADE IN USA INC. “The name MADE IN USA INC. directly aligns with our identity and strategic vision. The forward stock split enhances trading liquidity, benefiting all of our shareholders as we enter our next phase of growth.”
The Company also confirmed that its principal executive offices have
relocated to:
1712 Pioneer Avenue, Suite 500, Cheyenne, Wyoming 82001.
Additional details will be disclosed in the Company’s Form 8-K filed with the U.S. Securities and Exchange Commission.
About MADE IN USA INC.
MADE IN USA INC. is a publicly traded company dedicated to reshoring industrial capacity, rebuilding U.S. manufacturing, and ensuring supply chain authenticity. Leveraging blockchain, AI, and IoT technologies, the Company provides certification, transparency, and validation solutions for American-made products.
Contact:
Investor Relations
MADE IN USA INC.
(561) 789-1139
https://madeinusa.one