Current Report Filing (8-k)
December 21 2020 - 5:25PM
Edgar (US Regulatory)
Am
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
December 18, 2020
AmeraMex International, Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
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000-56054
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88-0501944
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3930 Esplanade
Chico, CA 95973
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area
code (530) 895-8955
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))
Securities registered pursuant to Section 12(b) of the Act: None.
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 þ
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. ☐
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Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
AmeraMex International, Inc. (the
“Company”) effected a one for fifty (1:50) reverse stock split (the “Reverse Stock Split”) on
December 21, 2020. To effect the Reverse Stock Split, the Company filed with the Nevada Secretary of State a Certificate of
Amendment to the Company’s Restated Certificate of Incorporation with the Nevada Secretary of State, with an
effective date of December 21, 2020. The Reverse Stock Split was approved by the Company’s board of directors on
September 9, 2020 and by the stockholders of the Company on September 11, 2020, by a written consent in lieu of a special
meeting of stockholders.
As a result of the Reverse Stock Split, every 50 shares of issued
and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock, without any change
in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split and any fractional shares resulting
from the Reverse Stock Split were rounded up to the nearest whole share. Following the Reverse Stock Split, the number of shares
of Common Stock outstanding was reduced from 53,415,879 shares to 15,068,317 shares. There was no change to the number of authorized
shares.
The Company’s transfer agent, Pacific
Stock Transfer & Trust Company, LLC (“PST”), is acting as the exchange agent and transfer agent for the
Reverse Stock Split. PST will provide instructions to stockholders with physical certificates regarding the process for exchanging
their pre-split stock certificates for post-split shares in book-entry form.
The forgoing description of the Certificate of Amendment does not
purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Certificate of
Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 8.01. Other Events
On November 18, 2020, the Company issued a press release announcing
the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 and incorporated by 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.
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AmeraMex International, Inc.
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Date: December 21, 2020
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By:
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/s/ Lee Hamre
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Lee Hamre
Chief Executive Officer
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