AND EXCHANGE COMMISSION
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported)
November 30, 2016
POWER CELLS, INC.
name of registrant as specified in its charter)
or other jurisdiction
E. Tahquitz Canyon Way, Palm Springs, California, 92262
of principal executive offices) (Zip Code)
telephone number, including area code:
name or former address, if changed since last report.)
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:
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))
1.01 Entry into a Material Definitive Agreement
May 23, 2016, Solaris Power Cells, Inc. (“Solaris” or the “Company”) (OTC Markets: SPCL) filed a Form
8-K with the Securities and Exchange Commission (the “Prior 8-K”) disclosing that the Company had entered into a Share
Exchange Agreement, effective as of April 30, 2016 (the “Exchange Agreement”) with Pixel Holdings, Inc., a Delaware
corporation (“Holdings”), Pixel Mags, Inc. a Delaware corporation (“Pixel”) and Leonard Caprino (the “Management
Stockholder” or “Caprino”) regarding the acquisition by the Company from Holdings of 100% of Pixels outstanding
capital stock. .
is a digital distribution company engaged in the business of delivering digital versions of magazines and catalogs to mobile devices
and mobile operating systems.
exchange for the Pixel shares, the Company agreed to issue to Holdings (a) 1,000,000 shares of Series A convertible voting preferred
stock of the Company (the “Series A Preferred Stock”), (b) a 10% original discount convertible note initially valued
at $5,000,000 (the “Purchase Note”), and (c) a five year warrant to purchase 500 million shares of Company common
stock (the “Warrant”).
May 25, 2016, the Company filed an amended and restated articles of incorporation of the Company with the Secretary of State of
Nevada. Among other things, the amended and restated articles of incorporation contemplated: (a) a one-for-10 reverse split of
the authorized capital stock of the Corporation to reduce the number of authorized shares of capital stock of the Corporation
from 2,170,000,000 shares of capital stock to 217,000,000 authorized shares of capital stock, and (b) a one-for-100 reverse split
of the issued and outstanding shares of Common Stock of the Corporation to combine the outstanding shares of Common Stock into
a lesser number of shares of Common Stock of the Corporation (collectively, the “
Reverse Stock Splits
the Reverse Stock Splits occurs there would be no change in the 10,000,000 shares of preferred stock authorized by the Articles
of Incorporation or in the 1,000,000 issued and outstanding shares of Series A Preferred Stock.
closing of the transactions under the Exchange Agreement (the “Closing”), occurred on about May 31, 2016 following
the filing of the restated articles of incorporation of the Company However, the consummation of the Reverse Stock Splits was
deferred by the Company..
Reverse Stock Splits are anticipated to occur on or about January 31, 2017; provided that such Reverse Stock Splits shall only
become effective on a date which shall be the last to occur of (a) the latest date that a corporate action in respect of the reverse
stock splits can be taken following the mailing of a Form 14C Information Statement to the stockholders of Solaris, or (b) approval
of such reverse stock splits by the Financial Industry Regulatory Authority (“FINRA”).
5.01 Changes in Control of Registrant
November 2016, Leonard Caprino resigned as an officer and director of Solaris and Neil Kleinman was appointed as President and
8.01 Other Events
Company is currently delinquent in its filings under the Securities Exchange Act of 1934, and, to date, has been unable to file
unaudited financial statements of the Company or its Pixel subsidiary in 2016. The Company’s management in working with
outside auditors to audit the financial statements of Pixel for 2014 and 2015 and intends to file Form 10-Q Quarterly Reports
for the Company and its Pixel subsidiary as soon as is practicable.
Company also notes that there have been recent publications and other postings on the Internet by third parties alleging that
Pixel has significant revenues, with figures as much as over $70 million mentioned. Such publication also speculates that the
value of Solaris’ common stock could be significantly greater than its current trading price.
of these postings or publications have been authorized or approved by the Company, any member of its current or prior management
or any representative of the Company. In fact, the speculated revenues of Pixel are materially misleading and are significantly
in excess of current levels of sales revenues. Investors are urged to ignore any such reports, publications or postings and should
rely only upon public reports filed by the Company with the SEC under the Securities Exchange Act of 1934.
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.
POWER CELLS, INC.
Executive Officer, and Principal Executive Officer