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| EX-3.1 - AMENDED AND RESTATED BYLAWS - SOLLENSYS CORP. | sols_ex31.htm |
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): August 5,
2020
SOLLENSYS CORP.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-174581
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80-0651816
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(State
or other jurisdiction
of
incorporation or organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2475 Palm Bay Rd NE, Suite 120
Palm Bay, FL
32905
(Address
of principal executive offices)
(866) 438-7657
(Registrant’s
telephone number, including area code)
185
Avenue of the Americas, 3rd Floor
New York, New York 10036
(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
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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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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 5.01. Changes in Control of Registrant.
Effective
August 5, 2020, David Lazar, the interim Chief Executive Officer,
President, Secretary, Treasurer, and sole director of Sollensys
Corp. (the “Company”), and the beneficial owner,
through his ownership of Custodian Ventures, LLC, a Wyoming limited
liability company (“Custodian Ventures”), of 19,000,000
shares of Series A Preferred Stock, representing 100% of the
Company’s issued and outstanding shares of preferred stock,
entered into a Stock Purchase Agreement by and among Eagle Lake
Laboratories, Inc., a Florida corporation (“Eagle”);
(ii) the Company; and (iii) Custodian Ventures. The Stock Purchase
Agreement is referred to herein as the “SPA.” Pursuant
to the terms of the SPA, Eagle agreed to purchase, and Custodian
Ventures agreed to sell, 19,000,000 shares of the Company’s
Series A Preferred Stock in exchange for payment by Eagle to
Custodian Ventures of $230,000 (collectively with the other
transactions in the SPA, the “Stock Purchase”). The
Stock Purchase closed on August 5, 2020. The shares of Series A
Preferred Stock, par value $0.001 per share, of the Company are
convertible into shares of common stock, par value $0.001 per
share, of the Company (the “Common Stock”) at a rate of
50 shares of Common Stock per share of Series A Preferred Stock,
and has voting power on an as-converted basis (voting with the
Common Stock as one class) and thus represents 65.4% of the voting
power of all shares of stock of the Company.
In
connection with the closing of the Stock Purchase, on August 5,
2020, Mr. Lazar, the then-sole member of the Board of Directors
(the “Board”) of the Company, pursuant to the power
granted to the Board in the Company’s bylaws, increased the
size of the Company’s Board to two members. Simultaneously,
Mr. Lazar, as the sole Board member, appointed Donald Beavers as a
director to fill the newly created Board vacancy. At the same time,
Mr. Lazar appointed Donald Beavers as Chief Executive Officer and
Secretary of the Company.
Also on
August 5, 2020, following the above officer and director
appointments and effective on the closing of the Stock Purchase,
Mr. Lazar resigned from any and all officer and director positions
with the Company. Mr. Lazar’s resignation is not the result
of a disagreement with the Company on any matter relating to the
Company’s operations, policies or practices.
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
The
information set forth under Item 5.01 above is incorporated herein
by reference.
Donald
Beavers, age 56, is the sole Director, Chief Executive Officer and
Secretary of the Company. Donald Beavers is the founder and
President of Probability and Statistics, Inc., a math and science
company headquartered in Florida’s Space Coast. Founded in
2017, Probability and Statistics, Inc. develops integrated
solutions powered by the latest technologies in blockchain
development, artificial intelligence, additive manufacturing,
multi-physics computations & specialized software application
development for the public sector and private industry. Under Mr.
Beavers’ leadership, the company has grown to 16 employees
since its inception, has been awarded government contracts, and has
received awards and certifications, such as an International
Traffic in Arms Regulations registration and a spot in
GrowFL’s “Company to Watch” list in 2019. Prior
to founding Probability and Statistics, Donald Beavers was the
Education Director at SpaceCoast FabLab from 2015 to 2017.
SpaceCoast FabLab is a learning center affiliated with MIT’s
Center for Bits and Atoms. A database programmer by trade, Mr.
Beavers has 20 years of experience rescuing high-profile databases
around the world, and brings a wealth of technical and business
experience to the Company.
2
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On
August 5, 2020, the Board of Directors of the Company (constituted
solely by Mr. Lazar at the time) approved and adopted an amendment
and restatement of the Company’s bylaws, which amended and
restated the Company’s bylaws in their entirety. The
amendment and restatement of the bylaws had the effect of changing
the provisions of the bylaws as set forth below.
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Bylaw Provision Prior to Amendment and Restatement
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Bylaw Provision, as Amended and Restated
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Offices:
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Article I, Section 1. Offices. The principal office of the
Company shall be determined by the Board of Directors.
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Section 1. The principal office of the Company shall be
determined by the Board of Directors, either within or without the
State of Nevada.
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Corporate Seal:
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Article IV, Section 4.1. Committees of
Directors. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the
directors of the Company. Any such committee, to the extent
provided in the resolution of the Board of Directors, or in these
bylaws, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and
affairs of the Company, and may authorize the seal of the Company
to be affixed to all papers which may require it
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Section 7.1. The Board shall have the power by resolution to
adopt, make and use a corporate seal and to alter the form of such
seal from time to time.
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Shareholder Meetings:
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Article II, Section 2.2. Annual Meetings: The
annual meeting of stockholders shall be held on such date, time and
place, either within or without the state of Nevada, as may be
designated by resolution of the Board of Directors each
year.
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Section 2.1. Annual Meetings:
Annual meeting shall be held at such time and date and place as the
Board shall determine.
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Article II, Section 2.3. Special Meetings:
Special meetings for any purpose may be called by President, Board
of Directors, chairperson of the board, chief executive officer, or
the holders of 10% or more of the shares entitled to vote at such
meeting.
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Section 2.3. Special Meetings:
Special meeting of shareholders, may be called by the Board of
Directors, and only such business may be transacted as it relates
to purpose established by notice.
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Notice of Shareholder Meetings:
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Article II, Section 2.4. Notice of Stockholder
Meetings: Mail notice at least 10 days and not more than 60
days prior to meeting.
Notice
of a special meeting shall indicate the purpose or purposes for
which the meeting is called.
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Section 2.5. Mail notice at least 10 days and not more than
60 days prior to meeting. If adjourned not more than 60 days, it is
not necessary to give notice of adjournment.
There
is no requirement that the notice indicate who is calling the
meeting.
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Record Date:
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Article II, Section 2.12. Record Date for Stockholder
Notice; Voting; Giving Consents: The Board may fix a record date that
is not more than 60 days nor less than 10 days before the date of
such meeting.
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Section 2.4. The Board may fix a record date that is not
more than 60 days nor less than 10 days before the date of such
meeting, nor more than 60 days prior to any other
action.
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Waiver of Notice:
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Article III, Section 3.9. Waiver of Notice:
Whenever notice is required to be given to shareholders, a signed
written waiver, whether before or after the time, shall be deemed
equivalent to notice.
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Section 2.6. Whenever notice is required to be given to
shareholders, a signed written waiver, whether before or after the
time, shall be deemed equivalent to notice.
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Quorum and Adjournment:
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Article II, Section 2.6. Quorum: The presence
of majority of the shares of stock issued and outstanding and
entitled to vote, shall constitute a quorum.
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Section 2.7. The holders of a 33.33% of the voting power,
shall constitute a quorum, unless otherwise provided by the Nevada
Revised Statutes (the “NRS”).
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3
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Bylaw Provision Prior to Amendment and Restatement
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Bylaw Provision, as Amended and Restated
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Voting at Meeting:
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Article II, Section 2.9. Voting: All
elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law,
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Section 2.8(b). In any uncontested election of directors,
each person receiving a majority of the votes shall be deemed
elected. In any contested election of directors, each person
receiving a plurality of the votes cast, up to the number of
directors to be elected in such election, shall be deemed elected.
The Board may, but need not, establish policies and procedures
regarding the nomination, election and resignation of
directors.
Section 2.8 (c) As to each matter submitted to a vote of
shareholders (other than the election of directors), such matter
shall be decided by a majority of votes cast.
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Article III, Section 3.3. Election, Qualification And
Term Of Office Of Directors: Unless otherwise specified in
the certificate of incorporation, elections of directors need not
be by written ballot.
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Section 2.8(d). Where a ballot is required by law or
demanded by any shareholder entitled to vote (other than election
of directors), the voting shall be by ballot. Describes the method
for voting by ballot.
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Proxy Votes:
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Article II, Section 2.13. Proxies: No proxy
shall be voted or acted upon after three years months from its date
unless such proxy provides for a longer period.
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Section 2.8(d). Any proxy to be sued must be delivered to
the Secretary of the Company or their representative at the
principal executive offices at or before the meeting. The validity
and enforceability of any proxy determined in accordance with
NRS.
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Certified List of Shareholders:
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Article VII, Section 1. Maintenance and Inspection
of Records: Requires the Company to keep a
record of its stockholders listing their names and addresses and
the number and class of shares held by each stockholder. A complete
list of stockholders entitled to vote at any meeting of
stockholders must be open to the examination of any such
stockholder for a period of at least 10 days prior to the
meeting.
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Section 7.3. Requires the Company to maintain a list of
shareholders, provided it may be kept by an agent of the Company. A
certified shareholder list not specifically required for
shareholder meetings.
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Nomination of Directors:
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Not
addressed.
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Section 2.9. Only persons nominated as provided in the
bylaws are eligible for election as directors. Nominations may be
made at a meeting of shareholders at which directors are to be
elected only (a) by or at direction of the Board; or (b) by any
shareholder entitled to vote who complies with notice procedure in
Section 2.10.
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Shareholder Nominations for Director and Notice of
Business:
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Not
addressed.
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Section 2.10. (a) Provides notification requirements for
shareholder nominations for directors or the transaction of any
other business that a shareholder proposed to bring before the
meeting, (b) provides the basis for which a notice delivered shall
not be effective, and (c) provides basis for shareholder notice
where increase in the Board size in the coming year.
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Chairman of Shareholder Meeting:
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Article 2, Section 2.8. Organization; Conduct of
Business: Such person as the Board of Directors may have
designated or, in the absence of such a person, the chief executive
officer, or in his or her absence, the president or, in his or her
absence, such person as may be chosen by the holders of a majority
of the shares entitled to vote who are present, in person or by
proxy, shall call to order any meeting of the stockholders and act
as chairperson of the meeting. In the absence of the secretary of
the Company, the secretary of the meeting shall be such person as
the chairperson of the meeting appoints.
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Section 2.12. The CEO, of if absent, the President, or
Vice-President shall act as chairman of all shareholder
meetings.
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Order of Business:
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Article II, Section 2.8. Organization; Conduct of
Business: The chairperson of any meeting of stockholders
shall determine the order of business and the procedure at the
meeting, including the manner of voting and the conduct of
business.
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Section 2.13. Order of business shall be determined by the
Chairman, but where there is a quorum, the order may be changed by
a majority of those voting.
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Bylaw Provision Prior to Amendment and Restatement
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Bylaw Provision, as Amended and Restated
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Action without Meeting:
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Article III, Section 2.11: Stockholder Action By
Written Consent Without A Meeting: Permits any action
required to be taken at any annual or special meeting of
stockholders of the Company, or any action that may be taken at any
annual or special meeting of such stockholders, without prior
notice and without a vote if a consent in writing, setting forth
the action so taken, is (a) signed by the holders of outstanding
stock entitled to vote; and (b) delivered to the Company in
accordance with the Nevada Revised Statutes.
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Section 2.14. Permits action without a meeting of the
shareholders, whether annual or special, without a meeting, without
prior notice and without a vote, if consent in writing setting
forth the action is signed by the shareholders holding a majority
of the voting power, unless a different proportion of voting power
is required for such action at the meeting. Prompt notice of the
taking of such action without a meeting by less than unanimous
consent, shall be given to Shareholders who have not
consented.
Section 2.15. A copy, facsimile or other reliable
reproduction of a consent in writing may be substituted for
original.
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Directors:
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Article III, Section 3.2: Number of Directors:
The number of directors constituting the entire Board of Directors
is one (1). This number may be changed by a resolution of the Board
of Directors or of the stockholders.
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Section 3.1. The number shall be two (2) or such other
number as the majority of the Board by resolution may from time to
time determine. There is no stated minimum number of
directors.
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Election and Term of Director:
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Article III, Section 3.3. Directors: Directors
shall hold office until his or her successor is elected and
qualified or until his or her earlier resignation or
removal.
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Section 3.1. Directors shall hold office until his successor
is elected and qualified.
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Filling Vacancies, Resignation and Removal:
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Article III, Section 3.4. Resignation and Vacancies
& Section 3.13.
Removal of
Directors. Any
officer or director may resign at any time. Any director or the
entire Board of Directors may be removed, with or without cause,
by, and only by, the affirmative vote of the holders of the shares
of the class or series of stock entitled to elect such director or
directors, given either at a special meeting of such stockholders
duly called for that purpose or pursuant to a written consent of
stockholders, and any vacancy thereby created may be filled by the
holders of that class or series of stock represented at the meeting
or pursuant to written consent. Except in the instance of removal,
vacancies may be appointed by a majority vote of the remaining
directors.
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Sections 3.2, 3.3 and 3.4. Any officer or director may
resign at any time. Removal of any director with or without cause
by affirmative vote of 2/3 of the voting power, and the vacancies
created, may be filled, at a meeting held for the purpose of
removal, by the affirmative vote of a majority in interest of the
shareholders. Except in the instance of removal, vacancies may be
appointed by a majority vote of the remaining
directors.
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Qualifications:
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Article III, Section 3.3. Directors need not be stockholders
of the Company to qualify.
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Section 3.1 Directors need not be stockholders.
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Meetings of Board of Directors:
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Article III, Section 3.6. Regular meetings:
Regular meetings of the Board may be held with or without notice as
determined the Board.
Article III, Section 3.7. Special meetings:
May be called by chairperson of the board, the chief executive
officer, the president, the secretary or any two directors.
Requires notice of 4 days by mail, 24 hours by electronic
means.
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Section 3.9.
Regular
meetings. There is no requirement of additional notice in
the event regular meeting is changed. Annual meeting may be held at
the day and place where the annual shareholder meeting is held,
without notice.
Section 3.9. Special meetings:
May be called by the CEO or Secretary on written request of any or
more director with at least 10 days’ notice.
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Annual Report:
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Not
addressed.
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Section 3.14. Board to prepare an annual report of the
business and affairs of the Company to its shareholders, unless
Board determines it is not reasonably required.
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Bylaw Provision Prior to Amendment and Restatement
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Bylaw Provision, as Amended and Restated
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Officers:
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Article V, Sections 5.1, 5.2, 5.3, 5.4. The Officers of the
Company shall be appointed by the Board of Directors. Officers may
be removed at any time by the Board, with or without cause, at any
regular or special meeting of the Board. Officers may resign at any
time. Vacancies are filled by the Board.
The
Board of Directors may appoint “subordinate officers”,
each of whom shall hold office for such period, have such
authority, and perform such duties as are provided in these bylaws
or as the Board of Directors may from time to time
determine.
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Section 4.1. Any two or more offices may be held by the same
person.
The
power to appoint “Subordinate Officers” is not
addressed.
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Titles:
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Article IV, Section 1. Required positions: President and
Secretary only. The Board has the discretion to appoint any other
officer positions it chooses.
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Section 4.1 The Board may elect or appoint a Chief Executive
Officer and other such officers as it may determine, as well as one
or more Vice Presidents. The bylaws specifically list duties for
the Chief Executive Officer, President, Principal Financial
Officer, Executive Vice-President, Secretary, Treasurer, and
Assistant Treasurers and Secretaries.
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Contracts, Drafts, Bank Accounts, Loans
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Article VII, Section 8.2. Execution of Corporate
Contracts and Instruments. The Board of Directors may
authorize any officer or officers to enter into any contract or
execute any instrument in the name of and on behalf of the Company.
Same for checks and orders of money payable by the
Company.
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Section 5. Board may authorize any officer, to enter into
contracts. The CEO, or other Board authorized officer may effect
loans and advances. The Board shall determine who will be
responsible for checks, drafts and deposits.
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Stock and Dividends:
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Article VII, Section 8.3 & 8.4. Stock Certificates:
Shares of the Company may be certificated or uncertificated. Any
signatures on any certificate may be electronic. If the Company is
authorized to issue more than one class of stock or series of any
class, the certificate for those shares shall include on its face
or back the rights and preferences of that class or series, or, in
the absence of this, a representation from the Company that it will
furnish such information to the investor upon request.
Article VII, Section 8.7. Dividends: Dividends
may be declared by the directors. Dividends may be paid in cash, in
property, or in shares of the Company’s capital stock. The
directors of the Company may set apart out of any of the funds of
the Company available for dividends a reserve or reserves for any
proper purpose.
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Section 6.1. Certificates Representing
Shares: Certificates are to be signed by the CEO and
Secretary or Assistant Secretary or the Treasurer or Assistant
Treasurer and may be sealed. There is no requirement that the
certificate bear the corporate seal and it is no longer prima facie
invalid if it is not signed and sealed.
Section 6.8. Dividends, Surplus,
etc. The Board may, from time to time and as it deems fit,
declare and pay dividends on outstanding shares of capital stock of
the Company, may use and apply any surplus of the Company to
purchase securities of the Company or may set aside surplus and net
profits as a reserve fund.
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Restriction on Transfer of Stock:
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Article VIII, Section 8.9. Transfer
Restrictions. No
transfers of stock permitted without approval by the Board. All
certificates shall note such transfer restrictions.
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Section 6.7. Provides that written restrictions on the
transfer or registration of transfer and noted conspicuously on the
certificate representing such capital stock may be enforced against
the holder. Unless noted conspicuously, a restriction shall be
ineffective except against a persona with actual knowledge of the
restriction. A restriction on the transfer or registration may be
imposed either by certificate or by an agreement among any number
of shareholders or among shareholders and the Company. Specific
legend language provided.
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Bylaw Provision Prior to Amendment and Restatement
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Bylaw Provision, as Amended and Restated
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Fractional Share Interests:
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Not
addressed.
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Not
addressed.
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Forum Selection; Attorney’s Fees
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Not
addressed.
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Section 7.4 Forum for litigation regarding corporate actions
established to be in a state or federal court located in Nevada;
and provides for prevailing party to be entitled to
attorney’s fees in any action relating to or arising out the
bylaws.
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Lost, Destroyed, Stolen and Mutilated Certificates:
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Article VII, Section 8.5. Lost
Certificates. The
Board may require bond as a prerequisite to the issuance of new
shares in replacement for shares alleged to have been stolen, lost
or destroyed, as indemnity. The amount of Bond must be sufficient
to cover the claim.
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Section 6.5. The Board may require bond as a prerequisite to
the issuance of new shares in replacement for shares alleged to
have been stolen, lost or destroyed, as indemnity. There is no
limit to the amount of Bond that may be requested.
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Share Ownership:
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Article VII, Section 8.12. Stockholders of
Record. A person
recorded on its books as the owner of shares has the right to
receive dividends and to vote as such owner, shall be entitled to
hold liable for calls and assessments the person recorded on its
books as the owner of shares, and shall not be bound to recognize
any equitable or other claim to or interest in such share or shares
on the part of another person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws
of Nevada.
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Section 6.2. A person in whose name shares of capital stock
shall stand on the books of the Company shall be deemed the owner
thereof to receive dividends, to vote as such owner and for all
other purposes as respects the Company, its shareholders and
creditors for any purpose, except to render the transferee liable
for the debts of the Company to the extent provided by law, until
such transfer shall have been entered on the books of the Company
by an entry showing from and to whom transferred.
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Registered Shareholders:
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See Article VII, Section
8.12. Stockholders of
Record.
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Section 6.3 Registered shareholders entitled to recognize
the exclusive right of a person registered on its records as the
owner of shares of capital stock to receive dividends and to vote
as such owner, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares of capital stock
on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by
applicable law.
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Stock of Other Corporations:
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Article V, Section 5.12. Representation of Shares of
Other Corporations:
Officers and Directors are authorized to vote, represent, and
exercise on behalf of the company all rights incident to any shares
of any other corporation standing in the name of this
corporation.
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Not
addressed.
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Control Share Acquisitions
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Not
addressed. Only a statement that the general provisions, rules of
construction, and definitions in the Nevada Revised Statutes
governs the construction of these bylaws.
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Section 6.9. Provides that the Company elects not to be
governed by the provisions of Section 78.378 through Section
78.3793, inclusive, of the NRS, relating to the acquisition of any
interest, including any controlling interest, in the Company by any
person or entity.
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Indemnification Insurance
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Article VI, Indemnification: Sections 6.1 – 6.4. Provides for
the Indemnification of the Company’s officers and directors
and agents, so long as individual was acting as an agent of the
Company, and have acted reasonably. Exceptions apply.
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Sections 8.1 and 8.2. Provides for the Indemnification of
its officers and directors. Exceptions apply.
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7
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Bylaw Provision Prior to Amendment and Restatement
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Bylaw Provision, as Amended and Restated
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6.5. Insurance. Company may pay and maintain insurance on
behalf of any person who is or was a director, officer, employee or
agent of the company, or was serving at the request of the
company.
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Section 8.3 – 8.12. Any indemnification authorized
under the bylaws shall only be made by the Company’s specific
determination that indemnification is proper. The bylaws
specifically provide for required votes necessary for a
determination to indemnify; defines good faith; provides for the
payment of expenses in advance; provides that obligation to provide
indemnification is non-exclusive; provides for the Company’s
ability to purchase insurance on behalf of its officers, directors,
employees or agents; defines relevant terms used; provides for the
survival of the right to indemnification and advancement of
expenses; provides limitations on indemnification; provides that
the right to indemnification shall be considered a contract; and
permits the Company to enter into such agreements as the Board
deems appropriate for the indemnification of present or future
directors and officers.
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The
foregoing description is subject to, and qualified in its entirety
by the amended and restated bylaws attached as Exhibit 3.1 hereto
and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
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Description
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Amended
and Restated Bylaws of Sollensys Corp.
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8
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amended report to be signed on its
behalf by the undersigned hereunto duly authorized.
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SOLLENSYS CORP.
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Dated:
August 11, 2020
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By:
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/s/ Donald Beavers
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Donald
Beavers
Chief
Executive Officer
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9