Current Report Filing (8-k)
January 11 2019 - 4:32PM
Edgar (US Regulatory)
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): January 9, 2019
12
RETECH CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
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333-201319
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38-3954047
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
No.)
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(IRS
Employer
Identification
No.)
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701
S. Carson Street
Suite
200
Carson
City, Nevada 89701
(Address
of principal executive offices, Zip Code)
(530)
539-4329
(Registrant’s
telephone number, including area code)
Check
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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[ ]
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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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[ ]
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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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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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
Articles of Incorporation of 12 Retech Corporation, a Nevada corporation (the “Corporation”), give its Board of Directors
(the “Board”) the power to issue up to 50,000,000 shares of Preferred Stock, and to fix the rights, preferences and
privileges of each class of preferred stock so created. No shareholder approval is required in connection with the creation of
classes of preferred stock under this authority and the setting of the rights, preferences and privileges of such shares.
Pursuant
to this authority, on January 9, 2019, the Board took the following actions related to its preferred stock:
From
the Series D Preferred Stock, the Board designated a new subseries of preferred stock entitled Series “D-5 Convertible Preferred
Stock.” The total number of shares of Series D-5 Preferred Stock this Company is authorized to issue 1,000,000 shares, with
a par value of $0.00001 per share and a stated value of $4.00 per share (the “Stated Value”). A copy of said Certificate
of Designation of Series D-5 Preferred Stock is attached hereto as Exhibit 3.1 and is incorporated herein by this reference.
From
the Series D Preferred Stock, the Board designated a new subseries of preferred stock entitled Series “D-6 Convertible Preferred
Stock.” The total number of shares of Series D-6 Preferred Stock this Company is authorized to issue 1,000,000 shares, with
a par value of $0.00001 per share and a stated value of $5.00 per share (the “Stated Value”). A copy of said Certificate
of Designation of Series D-6 Preferred Stock is attached hereto as Exhibit 3.2 and is incorporated herein by this reference.
The
Board amended its Certificate of Designation of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock
to increase the voting rights on its Series C Preferred Stock from 1,000,000,000-to-1 to 8,000,000,000-to-1. This move corresponded
to the Corporation’s action to increase its authorized common stock from 1,000,000,000 to 8,000,000,000. A copy of said
Certificate of Amendment to Certificate of Designation of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred
Stock is attached hereto as Exhibit 3.3 and is incorporated herein by this reference.
Item
9.01
Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date:
January 11, 2019
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12
RETECH CORPORATION
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/s/
Angelo Ponzetta
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By:
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Angelo
Ponzetta
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Its:
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Chief
Executive Officer
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12 Retech (CE) (USOTC:RETC)
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