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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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Current Report

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report: June 15, 2018

(Date of earliest event reported): February 27, 2018

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NANO MOBILE HEALTHCARE, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware (State or other jurisdiction of incorporation)

000-55155 (Commission File Number)

93-0659770 (I.R.S. Employer Identification No.)

Item 3.03. Material Modifications to Rights of Security Holders.    

      

The information set forth in Item 5.03 is incorporated herein by reference.

       

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 27, 2018, holders of at least a majority of the outstanding Common Stock of the Company entitled to vote (57%) acted by written consent in lieu of a special meeting of Stockholders in accordance with Sections 5 and 6 of the Company’s Bylaws (the “Bylaws”) to approve the Increase in Authorized Common Stock of the Corporation to 100,000,000,000 shares and the reduction of the par value of the Common Stock and Preferred stock to $.0001; and approve the Corporation’s reverse split of its common stock in a ratio of between 1 for 10 to 1 for 100,000, such ratio to be determined by the Corporation’s board of directors;

On February 27, 2018, the Unanimous Consent of the Board was completed that approved the Certificate of Amendment of the Certification of Incorporation of Nano Mobile Healthcare, Inc. increasing the authorized shares of Common Stock from 900,000,000 shares to 100,000,000,000, and the par value of the Corporation’s common stock and Preferred Stock shall be reduced to $.00001.  Due to a typo in the original Consent, the Board approved a corrected Unanimous Consent on March 5, 2018.  A copy of the Certificate of Amendment of the Certification of Incorporation of Nano Mobile Healthcare, Inc. increasing the authorized shares of Common Stock from 900,000,000 shares to 100,000,000,000, and approving the Corporation’s reverse split of its common stock in a ratio of between 1 for 10 to 1 for 100,000, such ratio to be determined by the Corporation’s board of directors and approving the reduction of the par value of the Corporation’s Common Stock and the Convertible Preferred Stock to $.00001 is being filed as Exhibit 3.1.

On May 24, 2018, the holders of at least a majority of the outstanding Common Stock of the Company entitled to vote (57%) acted by written consent in lieu of a special meeting of Stockholders in accordance with Sections 5 and 6 of the Company’s Bylaws to amend Certificate of Amendment to the Certificate of Incorporation approving the reverse split of the Series A Preferred Stock that took place on March 21, 2016 when the reverse split of the Common Stock took place.

On May 24, 2018, the Unanimous Consent of the Board was completed that approved the Corporation’s proposed amendment to its Certificate of Incorporation to accomplish the Amendment to its Certificate of Incorporation with the Delaware Secretary of State on May 24, 2018 to provide for the reverse split of the Series A Convertible Preferred Stock that was not completed when the common stock reverse split was accomplished on March 21, 2016.  A copy of the Certificate of Amendment to the Certificate of Incorporation to complete a reverse split of the Series A Preferred Stock is being filed as Exhibit 3.2.

On June 6, 2018, the holders of at least a majority of the outstanding Common Stock of the Company entitled to vote (57%) acted by written consent in lieu of a special meeting of Stockholders in accordance with Sections 5 and 6 of the Company’s Bylaws to authorize and approve a Certificate of Amendment to the Certificate of Incorporation to lower the Authorized shares of the Series A Preferred Stock to 2,347,337 shares and clarify the number of Authorized shares of the Convertible Preferred Stock.

On June 6, 2018, the Unanimous Consent of the Board was completed that approved the Certificate of Amendment to the Certificate of Incorporation to lower the authorized shares of Series A Preferred to 2,347,337 and clarify the number of Authorized shares of the Preferred Stock. A copy of the Certificate of Amendment to the Certificate of Incorporation to lower the authorized shares of Series A Preferred to 2,347,337, clarify the number of Authorized shares of the Preferred is being filed as Exhibit 3.3.

Exhibits 3.1, 3.2 and 3.3 this Current Report on Form 8-K and are incorporated herein by reference.

 

 

Item 9.01          Financial Statements and Exhibits.

 

(d)          Exhibits.

 

 

 

Dated: June 13, 2018	NANO MOBILE HEATHCARE, INC
	By: /s/ Joseph C. Peters
	Joseph C. Peters, Chief Executive Officer

 

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