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
13, 2020
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):
[
] 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:
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.
Conversion of Series A Stock and Withdrawal of Designation for
Series A Stock
On October 13, 2020, Eagle Lake Laboratories,
Inc. (“Eagle
Lake”), the owner of 100% of the issued and outstanding
shares of Series A Preferred Stock (“Series A
Stock”) of
Sollensys Corp. (the
“Company”) converted its 19,000,000 shares of Series A
Stock into shares of the Company’s common stock, par value
$0.001 per share (“Common Stock”), resulting
in the issuance to Eagle Lake of 11,400,000,000 shares of Common
Stock and resulting in Eagle Lake now holding approximately 95.8%
of the Company’s issued and outstanding Common
Stock.
On October 14, 2020, following the conversion of the Series A Stock
by Eagle Lake, as there were no additional shares of Series A Stock
outstanding, the Company filed a Certificate of Withdrawal with the
Secretary of State of the State of Nevada to withdraw the
designation of the Series A Stock. The 25,000,000 shares of
preferred stock that had been designated as the Series A Stock are
now returned to authorized but undesignated shares of preferred
stock of the Company. The withdrawal of the Series A Stock
designation did not require the approval of the shareholders of the
Company.
The foregoing description of the Certificate of Withdrawal is
qualified in its entirety by reference to the complete terms and
conditions of the Certificate of Withdrawal, 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.
New Reverse Split and Reduction of Authorized Shares
On October 14, 2020, the Company filed with the Secretary of State
of Nevada a Certificate of Amendment to its Articles of
Incorporation (the “Amendment”) to effect a 1-for-120
reverse stock split (the “New 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 October 30, 2020, every one hundred and
twenty (120) shares of the issued and outstanding Common Stock will
be converted into one share of Common Stock, without any change in
the par value per share. No fractional shares of Common Stock will
be issued in connection with the New Reverse Split. If, as a result
of the New Reverse Split, a shareholder would otherwise hold a
fractional share, the shareholder will receive, in lieu of the
issuance of such fractional share, one whole share of Common
Stock.
In connection with the New Reverse Split, the Amendment also
reduces the number of authorized shares of Common Stock from
12,000,000,000 shares to 300,000,000 shares following the New
Reverse Split, with no change in the par value thereof (the
“Reduction in Authorized Shares” and, together with the
New Reverse Split, the “Corporate
Actions”).
The Corporate Actions will not be effective until the Financial
Industry Regulatory Authority (“FINRA”) completes its
review and approval of the New Reverse Split. The Reduction is
Authorized Shares is not required to be approved by FINRA, but will
not be completed if the New Reverse Split is not approved by
FINRA.
Globex Transfer, LLC, the Company’s transfer agent, is acting
as the exchange agent for the New Reverse Split and will provide
instructions to shareholders of record regarding the process for
exchanging shares.
Assuming that the New Reverse Split is approved and becomes
effective, Eagle Lake, the Company’s majority shareholder,
shall continue to hold 95.8% of the issued and outstanding shares
of Common Stock, which is the same percentage as Eagle Lake would
have held had the prior Reverse Split, as described in the
Company’s Form 8-Ks as filed on August 12, 2020 and October
13, 2020, been completed and Eagle Lake had converted its Series A
Preferred Stock to Common Stock after that time.
The foregoing description of the Amendment is qualified in its
entirety by reference to the complete terms and conditions of the
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.
Item 5.07. Submission of
Matters to a Vote of Security Holders
On October 14, 2020, Eagle Lake, holding 11,400,000,000 shares of
Common Stock, representing 95.8% of the voting power of the
Company, acting by written consent, approved the Corporate Actions
and the Amendment.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Description
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Certificate of Withdrawal for Series A Preferred Stock Designation
Filed October 14, 2020
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Certificate of Amendment of the Company filed with the Secretary of
State of Nevada on October 14, 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 19, 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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