8-K
ZRCN Inc. (ZRCN)
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): June 16, 2022
HarmonyEnergy Technologies Corp**** (Exact name of Registrant as specified in its charter)
| Delaware | 000-56380 | 83-2756695 |
|---|---|---|
| (State<br>or other jurisdiction<br><br>of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
165Broadway FL 23
NewYork, New York 10006
(Address of principal executive offices and zip code)
212-602-1188
Registrant’s
telephone number, including area code:
NotApplicable
(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 (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered under Section 12(b) of the Exchange Act: None
| Title<br> of each class | Trading<br> Symbol(s) | Name<br>of each exchange on which registered |
|---|---|---|
| N/A | N/A | N/A |
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.0001 per share
(Title of class)
HarmonyEnergy Technologies Corp is referred herein as “we”, “our”, or “us”.
Item5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
On June 16, 2022, at our Annual Meeting of Stockholders (the “Annual Meeting”), our stockholders approved the Harmony Energy Technologies Corp 2022 Equity Incentive Plan (the “2022 Plan”) as described in our Schedule 14a Information Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 29, 2022 (the “Schedule 14a Information Statement”). Our Board of Directors previously approved the 2022 Plan.
A summary of the 2022 Plan is set forth in the Schedule 14a Information Statement. That summary and the foregoing description of the amendment are qualified in their entirety by reference to the text of the 2022 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting, our stockholders approved an amendment to our Articles of Incorporation increasing our outstanding common stock from 50 million to 200 million common shares.
Item5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, held on June 16, 2022, our stockholders approved the proposals listed below. The final results for the votes regarding each proposal are set forth in the following tables.
1. Elect three members of the Board of Directors, each to serve for a one-year term:
| Name | Votes<br> For | Votes<br> Against |
|---|---|---|
| Christian<br> Guilbaud | 10,280,860 | 0 |
| Kenneth<br> Charles | 10,280,860 | 0 |
| Nick<br> Zeng | 10,280,860 | 0 |
2. Approve the Harmony Energy Technologies Corp 2022 Equity Incentive Plan.
| Votes<br> For | Votes Against |
|---|---|
| 10,220,860 | 60,000 |
3. Ratify the appointment of Kreston GTA LLP as the Company’s independent registered public accounting firm for our fiscal year ending on December 31, 2022.
| Votes<br> For | Votes<br> Against |
|---|---|
| 10,280,860 | 0 |
4. Approve, an amendment to our articles of incorporation to increase our authorized shares from 50 million to 200 million shares.
| Votes<br> For | Votes<br> Against |
|---|---|
| 10,220,852 | 60,008 |
Item9.01. Financial Statements and Exhibits.
| Exhibit Number | Exhibit Description | Incorporated by Reference | Filed<br><br> <br>Herewith |
|---|---|---|---|
| Exhibit<br> 3.5 | Certificate of Amendment to Certificate of Incorporation dated June 16, 2022 | X | |
| Exhibit<br> 10.19 | Equity 2022 Incentive Plan | X* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*****Filed as an Exhibit to our Schedule 14a Information Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 29, 2022.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Harmony<br> Energy Technologies Corp | ||
|---|---|---|
| Date:<br> June 21, 2022 | By: | /s/ Nick Zeng |
| Nick<br> Zeng | ||
| Chief<br> Executive Officer |
EXHIBIT
INDEX
| Exhibit Number | Exhibit Description | Incorporated by Reference | Filed<br><br> <br>Herewith |
|---|---|---|---|
| Exhibit<br> 3.5 | Certificate of Amendment to Certificate of Incorporation dated June 16, 2022 | X | |
| Exhibit<br> 10.19 | Equity 2022 Incentive Plan | X | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit3.5
CERTIFICATEOF AMENDMENT
TO
CERTIFICATEOF INCORPORATION
OF
HARMONYENERGY TECHNOLOGIES CORPORATION
Harmony Energy Technologies Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows:
| 1. | The<br> name of the corporation is Harmony Energy Technologies Corporation (the “Corporation”). |
|---|---|
| 2. | The<br> Corporation was originally incorporated under the same name and the original certificate of Incorporation was filed with the Secretary<br> of State of the State of Delaware on June 19, 2018. |
| --- | --- |
| 3. | By<br> unanimous consent of its members, in accordance with the provision of Sections 141 and 242 of the General Corporation Law, the Board<br> of Directors of the Corporation duly adopted resolutions amending the certificate of incorporation as follows: |
| --- | --- |
Article 4 shall be amended and restated to read in its entirety as follows:
4. Number of Shares. The total number of shares of stock that the Corporation shall have authority to issue is two hundred million (200,000,000), all of which shall be shares of Common Stock with a par value of $0.0001 per share.
| 4. | Thereafter,<br> pursuant to a resolution of the Board of Directors, this Certificate of Amendment was submitted to the stockholders of the Corporation<br> for their approval, and was duly adopted at an Annual General and Special Meeting of Stockholder held on June 16, 2022, by affirmative<br> vote of the holders of a majority of the shares of Common Stock in accordance with the provision of Section 242 of General Corporation<br> Law. |
|---|
IN WITNESS WHEREOF, Harmony Energy Technologies Corporation has caused this Certificate of Amendment to be signed by its Chief Executive Officer on June 16, 2022.
| By: | Nick N. Zeng (s) |
|---|---|
| Name: | Nick<br> N. Zeng |
| Title: | Chief<br> Executive Officer |
Page 1
Delaware
The First State
I,JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATEOF INCORPORATION OF “HARMONY ENERGY TECHNOLOGIES CORPORATION”, FILED IN THIS OFFICE ON THE NINETEENTH DAY OF JUNE, A.D. 2018,AT 1:10 O`CLOCK P.M.
| 6917345<br> 8100 | Authentication:<br> 202923803 |
|---|---|
| SR#<br> 20185269356 | Date:<br> 06-20-18 |
You may verify this certificate online at corp.delaware.gov/authver.shtml
| State<br> of Delaware |
|---|
| Secretary<br> of State |
| Division<br> of Corporations |
| Delivered<br> 01:10 PM 06/19/2018 |
| FILED<br> 01:10 PM 06/19n018 |
| SR<br> 20185237842 - File Number 6917345 |
CERTIFICATEOF INCORPORATION
OF
HARMONYENERGY TECHNOLOGIES CORPORATION
The undersigned incorporator, in order to form a corporation under the General Corporation Law of the State of Delaware (the “General Corporation Law”), certifies as follows:
1. Name. The name of the corporation is Harmony Energy Technologies Corporation (the “Corporation”).
2. Address: Registered Office and Agent. The address of the Corporation ‘s registered office is 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle, Delaware; and its registered agent in the State of Delaware at such address is Corporation Service Company.
3. Purposes. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.
4. Number of Shares. The total number of shares of stock that the Corporation shall have authority to issue is ten million (10,000,000), all of which shall be shares of Common Stock with a par value of $0.0001 per share.
5. Name and Mailing Address of Incorporator. The name and mailing address of the incorporator are:
Douglas Eingurt, Esq.
Dentons US LLP
303 Peachtree Street, NE
Suite 5300
Atlanta, GA 30308
6. Limitation of Liability. No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under section 174 of the General Corporation Law or (d) for any transaction from which the director derived any improper personal benefits.
Any repeal or modification of the foregoing provision shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
7. Indemnification.
7.1 Indemnification of Officers, Employees and Agents. The Corporation may indemnify and advance expenses to an officer, employee or agent who is not a director to the extent permitted by the Certificate oflncorporation , the bylaws or by law.
7.2 Indemnification of Directors. The Corporation shall indemnify directors to the full extent permitted by the Certificate oflncorporation, the bylaws or by law.
- Adoption, Amendment and/or Repeal of Bylaws. The Corporation’s Board of Directors may from time to time adopt, amend or repeal the bylaws of the Corporation; provided, however, that any bylaws adopted or amended by the Corporation’s Board of Directors may be amended or repealed, and any bylaws may be adopted, by the stockholders of the Corporation by vote of a majority of the holders of shares of stock of the Corporation entitled to vote in the election of directors of the Corporation.
IN WITNESS WHEREOF, the undersigned incorporator has executed this Certificate of Incorporation as of the 19th day of June, 2018.
| /s/ Douglas Eingurt |
|---|
| Douglas<br> Eingurt, Incorporator |
Page 1
Delaware
The First State
I,JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATEOF AMENDMENT OF “HARMONY ENERGY TECHNOLOGIES CORPORATION”, FILED IN THIS OFFICE ON THE EIGHTH DAY OF JULY, A.D. 2021, AT12:55 O`CLOCK P.M.
| 6917345<br> 8100 | Authentication:<br> 202306008 |
|---|---|
| SR#<br> 20220012018 | Date:<br> 01-04-22 |
You may verify this certificate online at corp.delaware.gov/authver.shtml
| State<br> of Delaware |
|---|
| Secretary<br> of State |
| Division<br> of Corporations |
| Delivered<br> 12:55 PM 07/08/2021 |
| FILED<br> 12:55 PM 07/0sno21 |
| SR<br> 20212654545 - File Number 6917345 |
CERTIFICATEOF AMENDMENT
TO
CERTIFICATEOF INCORPORATION
OF
HARMONYENERGY TECHNOLOGIES CORPORATION
Harmony Energy Technologies Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the”General Corporation Law”), does hereby certify as follows:
| 1. | The<br> name of the corporation is Harmony Energy Technologies Corporation (the “Corporation”). |
|---|---|
| 2. | The<br> Corporation was originally incorporated under the same name and the original certificate of Incorporation was filed with the Secretary<br> of State of the State of Delaware on June 19, 2018. |
| --- | --- |
| 3. | By<br> unanimous consent of its members, in accordance with the provision of Sections 141 and 242 of the General Corporation Law, the Board<br> of Directors of the Corporation duly adopted resolutions amending the certificate of incorporation as follows: |
| --- | --- |
Article 4 shall be amended and restated to read in its entirety as follows:
| 4. | Number<br> of Shares. The total number of shares of stock that the Corporation shall have authority to issue is fifty million (50,000,000),<br> all of which shall be shares of Common Stock with a par value of $0.000 1 per share. |
|---|---|
| 5. | 4.<br> Thereafter, pursuant to a resolution of the Board of Directors, this Certificate of Amendment was submitted to the stockholders of<br> the Corporation for their approval, and was duly adopted at an Annual General and Special Meeting of Stockholder held on July 8,<br> 2021, by affirmative vote of the holders of a majority of the shares of Common Stock in accordance with the provision of Section<br> 242 of General Corporation Law. |
| --- | --- |
IN WITNESS WHEREOF, Harmony Energy Technologies Corporation has caused this Certificate of Amendment to be signed by its Chief Executive Officer on July 8, 2021.
| By: | Nick N . Zeng (s) |
|---|---|
| Name: | Nick<br> N. Zeng |
| Title: | Chief<br> Executive Officer |