WETH 8-K
Wetouch Technology Inc. (WETH)
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)
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(State or other jurisdiction of incorporation) |
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(Address of principal executive offices)
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 Company 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 | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities 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 January 7, 2026, Wetouch Technology Inc. (the “Company”) filed with the Secretary of State of the State of Nevada an amendment to the Company’s Articles of Incorporation, as amended (the “Amendment”), which became effective on that date. In connection with the Amendment, the Company also filed its Second Amended and Restated Articles of Incorporation (the “Restated AOI”). The Amendment was approved by the Company’s stockholders at the annual meeting held on December 26, 2025, and increased the number of authorized shares of the Company’s common stock from 15,000,000 to 65,000,000.
The foregoing description of the Amendment and the Restated COI is only a summary and is qualified in its entirety by the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 3.1 | Certificate of Amendment and Second Amended and Restated Articles of Incorporation to Wetouch Technology Inc. Articles of Incorporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| WETOUCH TECHNOLOGY INC. | ||
| Date: January 12, 2026 | By: | /s/ Zongyi Lian |
| Name: | Zongyi Lian | |
| Title: |
President and Chief Executive officer (Principal Executive Officer) | |
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Exhibit 3.1
Business Number C9449 - 1992 Filed in the Office of Secretary of State State Of Nevada Filing Number 20265431470 Filed On 1/7/2026 4:45:00 PM Number of Pages 4
0#:45:4? p m 01 - 07 - 2026 | 4 + 132142d6840 8 - Jan — ZB26 BB : 4B UZC SpanDSP Fax Header •13Z11Z16B48 0 The d rectors. managers or 0 IRS tax language has been added, E] Articles have been added 8eoretary of 9toto 401 Norttt Carson 8trast 4araon 4Ity, Nevada a07O1 - 4204 f776) 884 - 6706 Website: www.nveoc.gov Proflt Corporatlon: Certificate of Amendment ‹ru«e«MTTON£tB›8,600&78.686/78.â00) Certificate to Accompany Restated Articles Restated Articles ‹rw Ohlcer's Statement Tlma: S. Jnférrnatton Baln Changed: (oomestlc
04:45: 41 p. m. 01 — 07 - 2026 5 + 13214246840 8 — Jan - 2BZ6 BB: 4B UTC SpanOSP Fax Header •13Z14246818 SECOND.AMkNDED AND RESTATED AHTICL ''•S OF 1NCO tPORATION Pursuant to the provisions of 7 ¢ evada Revised statutes se«tIoñs 78 ; 390 and 78 . 493 , the unñsiet#nsd officer of ' \ Vfito»oh Ycchn»logy Inc, a Nevada cor tration {the "Corpora(loñ"j, hereby certlñc 8 as Vol(ow 8 : The Oi”igizial ArtiCtCS Of FrlCOfpOratiOO Of'tlt 0 COzpOzatiOn Were ftlC€l W/tlt II e 5 eCr 0 (gry Of 5 ta( 6 O/'f'fGVB€Ia GN August 31 , \ 992 , uzitcr the name Cyb ff"ez/ /nvezfmen/ PJ • oyezY/ec, . htc, Tlte Attlcles of Incorporation figve 6 cen amended or supplemented on m 0 ltip)c omastons, including ameitdmcnta or supplements ftlcd on 9 eplembsr 3 , 1992 ; /uly 20 , 1993 i November 20 , 1955 ; ktemh 12 , 1996 , June 29 , 2005 ; December 2 , . 2005 ; November 29 , 2005 ; 3 epfem 6 er f 8 , 2007 ; June t 9 , 2008 i September 1 I, 2009 ; Mcmlt I, 2019 ; September 30 , 2020 ; and 9 «ptem 0 er' 7 , 2023 . The Board ofDirectots ofthc Corporation duly adopted resoluttons, proposing to amend and restate the Articles of Incorporation as set fbrth hcmix and dmlarlng suck amendment aad mstatement «dvfsableand in the beet ihtereets of the Corporation . The amctidmmt and mststczn«nt have been approved by a majority stodkfioJdcr vote as re‹juired by law . 7 his zestatcinmt supemedes all prior articles aad amendñients, consolidating them into a single docummf . This certificate amends and restates the Articles of Incorporation of the Corporadon in their endruty as follows : The name ofdie corporation is Weiouch Technology Inc . ARTICI . B J 2 - REGISTERED OFPICR A 1 ' 4 D AGEHT The addro • s of the registemd ‹Attlee of the Corporation in the State of Wevnda is 701 S . Carson Street, Suite 200 ; Car«on City, Nevade 89701 . The name alia tsgistetsd agmzt at such address is Vcorp Scryicss, LLC . ARI]CLRIR - PURPGSRSANDPOWRRS The purpose of the Corpomtion is to engage in any lawful act or activity for which corporations may be organized imder the laws of tire State of Nevada The Corporation shall have and may enemies ai 1 powers granted to corporations bytheNwada Revised Statutes . The totuJ number of sharm that the Corporation shall have authority to issue is seventy - five million (75,000,004) • Sixty - five million (65;000,000) shares of Common Stock, par vaiue $0.001 per share; and • Ten million (10,000,000) shares of Preferred Stock, par value 50.fi01 per share. 31 e PrcGrrsd Stock m 8 y be issued from time to time in one or mom series as detnmiined by the Board of Directors . The Board ofDizñctors is expressly authorized . , by resolution, to fix the designations, powers, . preferences, and rights, as well as tbc quaiificaâans, limitations, and mstrictions, of cacti scJcs of Pmfdrmd Stdck to the ftitlost extent pencilled by law .
0‹:45 4› p m. 01 — 07 — z026 | 6 * J3214t46840 8 - Jan — 2Ø26 BB: 4S UTC SpanOSP Fax Header ARTtcLgv - BoARoor DlRBctoRs Tlte business 8 nd effisirs of’ tliG Cofporatloit 4 ltall be n‹arigged by or Undei tke direction of a Boerd of Directors consisting ofat least oae(I) director : The Plumber oFdlrectors ma/ be changed ñ‘om time to time in accordance with the Bylawi of the Torporøtlon . ARTICLE Yl - o erne wDorriCBR LiABu . rrv No director or officer of the Corporation shall be personally llable to the Corporaion or its stockholders for monetary damages for breech of fiduciary duty as a dlrector or officer, enocpt for (a) ucts or omissions involving intentional misconduct, ftaud, or knowing violation of law, or (b) unlawfhl distributions under tf›e Wcvada Revised Statutes . Courts may interpret "knowing violation" broadly, and such l)ablllfy 1 s limited 1 o monetary damages, not iz \ junctivc zcficf . 1 fi Nevada law is amended to permit broader limitation of liability, the limitation shall automatically appty to the fullest extent pcmiittod by law . ARWCLEVD - fMDEMNTMCAWON The’Corporation shall indemnify and may advance expenses to its directors . officers, emplpyees, and agents to the fullen extent permitted by Nevada law ; provided they acted in good faith and reasonably believed their actions were in • or not opposed to, the best interests of the Corporation . The righk to indemnification and advancement . of expenses shall not be mclusive of any other rights to which any person may be entitled under any agreement, vote of stocldiolders, or otherwise . ARTICLE VIII - AMEHDMENTS The Corporation reserves the tight to amend, alter, change, or repeal any provision of these Articles of Incorporation in : the manner now ñr hereafter prescribed by statute, arid all rights Conferred ujion stockholders hemin are granted subject to this reservation . •13214Z46810 Second has executed these Amended and Restated Articles of p.6