Attached files
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): October
6, 2020
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SOLLENSYS CORP.
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(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)
N/A
(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):
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[
] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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[
] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a -12)
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[
] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d -2(b))
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[
] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e -4(c))
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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 3.03. Material Modification to
Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information
regarding the amendments to the Articles of Incorporation and the
Company’s Series A Preferred Stock as contained in Item 5.03
of this Current Report on Form 8-K is incorporated by reference
herein.
Item 5.03. Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Withdrawal of Prior Reverse Split; Amendment of Authorized Shares
and Amendment of Series A Preferred Stock
As reported in the Form 8-K filed by Sollensys Corp. (the
“Company”) on August 14, 2020, on August 12, 2020 the
Company filed with the Secretary of State of Nevada a Certificate
of Change to its Articles of Incorporation (the
“Amendment”) to effect a 1-for-12 reverse stock split
(the “Reverse Split”) of the Company’s issued and
outstanding common stock, par value $0.001 per share
(“Common Stock”). Pursuant to the Amendment,
effective as of September 18, 2020, every twelve (12) shares of the
issued and outstanding Common Stock were to be converted into one
share of Common Stock, without any change in the par value per
share. The Reverse Split would not be effective, however, until the
Financial Industry Regulatory Authority (“FINRA”)
completed its review of the Reverse Split and approved the
completion of the Reverse Split. The Company has received
notification from FINRA that FINRA has not approved the Reverse
Split, due to certain information not being available with respect
to a certain holder of the Company’s Common Stock which had
acquired shares of Common Stock in 2012.
Also as previously reported by the Company, the Company has
designated certain shares of its preferred stock as Series A
Preferred Stock of the Company (the “Series A Stock”),
of which 19,000,000 shares were previously owned by Custodian
Ventures, LLC (“Custodian”). All of the shares of
Series A Stock were acquired from Custodian by Eagle Lake
Laboratories, Inc. (“Eagle Lake”) on August 5, 2020, as
reported in the Company’s Form 8-K filed on August 11, 2020,
the description of which contained therein is incorporated herein
by reference.
Among other rights, the holders of Series A Stock had the right to
convert each share of Series A Stock into 50 shares of Common
Stock, and such conversion ratio did not adjust in the event of a
reverse split of the Common Stock. Therefore, had the Reverse Split
as discussed above been completed, and the Series A Stock had then
been converted to Common Stock, Eagle Lake would have held
approximately 95.8% of the Common Stock.
As the Reverse Split was not approved by FINRA, the Company has
undertaken, and is in the process of completing, certain actions to
restructure the authorized and the issued and outstanding shares of
the Company such that the reasons for FINRA’s rejection of
the Reverse Split will be addressed and the Company’s
authorized and issued capitalization may be revised to be more
conducive to the Company’s ongoing operations. These actions,
as described below, are expected to result in Eagle Lake holding
the same proportion of the Common Stock had the Reverse Split been
approved and completed, and then Eagle Lake had converted its
Series A Stock into Common Stock of the Company.
In furtherance of the above, on October 8, 2020, the Company filed
a Certificate of Correction with the Secretary of State of the
State of Nevada. The Certificate of Correction had the effect of
nullifying the Reverse Split, due to the fact that FINRA had not
approved the Reverse Split. The foregoing description of the
Certificate of Correction is qualified in its entirety by reference
to the complete terms and conditions of the Certificate of
Correction, a copy of which is attached to this Current Report on
Form 8-K as Exhibit 3.1 and is incorporated by reference into this
Item 5.03.
On October 9, 2020, and following the effectiveness of the
Certificate of Correction, the Company filed a Certificate of
Amendment with the Secretary of State of the State of Nevada (the
“Certificate of Amendment”) to amend the Articles of
Incorporation of the Company to increase the authorized shares of
Common Stock to 12,000,000,000 shares of Common Stock
(the “Authorized Shares
Increase”). The foregoing description of the Certificate of
Amendment is qualified in its entirety by reference to the complete
terms and conditions of the Certificate of Amendment, a copy of
which is attached to this Current Report on Form 8-K as
Exhibit 3.2 and is incorporated by reference into this Item
5.03.
Also on October 9, 2020, following the effectiveness of the
Certificate of Correction, the Company amended and restated the
Certificate of Designations of the Series A Stock in its entirety,
by the filing of a Certificate, Amendment or Withdrawal of
Designation for the Series A Stock (the “Series A
Amendment”) with the Secretary of State of the State of
Nevada. The Series A Amendment had the effect of modifying the
conversion rights of the Series A Stock such that each share of
Series A Stock is convertible into 600 shares of Common Stock,
which would result in the Series A Stock converting into the same
percentage of the Common Stock had the Reverse Split been completed
and then the Series A Stock converted. The Series A Amendment also
removed the liquidation preference for the Series A Stock which had
been included in the prior Certificate of Designations for the
Series A Stock, and made certain other changes to the terms and
conditions therein.
The foregoing description of the Series A Amendment is qualified in
its entirety by reference to the complete terms and conditions of
the Series A Amendment, a copy of which is attached to this Current
Report on Form 8-K as Exhibit 3.3 and is incorporated by reference into this Item
5.03.
At a later date, Eagle Lake intends to convert its 19,000,000
shares of Series A Stock into shares of Common Stock, which will
result in the issuance to Eagle Lake of 11,400,000,000 shares of
Common Stock and result in Eagle Lake holding approximately 95.8%
of the Company’s issued and outstanding Common Stock.
Further, the Company intends to effect a 1-for-120 reverse stock
split (the “New Reverse Split”) of the Company’s
issued and outstanding Common Stock, and to also reduce its
authorized shares of Common Stock from 12,000,000,000 shares to
300,000,000 shares following the New Reverse Split.
Item 5.07. Submission of
Matters to a Vote of Security Holders
On October 6, 2020, Eagle Lake, as the holder of 19,000,000 shares
of Series A Stock, representing 65.4% of the voting power of the
Company, acting by written consent, approved the Certificate of
Correction, the Authorized Shares Increase and the Authorized
Shares Amendment.
On October 6, 2020, Eagle Lake, as the sole holder of the Series A
Stock, representing 100% of the voting power of the Series A Stock,
approved the Series A Amendment.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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Certificate of Correction of the Company filed with the
Secretary of State of Nevada on October 8, 2020
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Certificate of Amendment of the Company filed with the Secretary of
State of Nevada on October 8, 2020
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Certificate of Designations of the Company filed with the Secretary
of State of Nevada on October 8, 2020
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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:
October 13, 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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