Current Report Filing (8-k)
May 17 2017 - 4:33PM
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): May 11, 2017
BALTIA
AIR LINES, INC.
(Exact
name of registrant as specified in its charter)
New
York
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001-14519
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11-2989648
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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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Hangar
G
169
NY-17K, Suite U-14
Newburgh,
NY
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12550
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(845) 787-4670
(Former
name or former address, if changed since last report.)
804
Willow Run Airport
Ypsilanti,
MI 48198
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:
☐
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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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☐
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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
5.07 Submission of Matters to a Vote of Security Holders
On
May 11, 2017, Baltia Air Lines, Inc. (the “Company”) held a special meeting of stockholders
(the “Meeting”) at which the Company’s stockholders voted on: (i) a proposal to amend the
Company’s certificate of incorporation to change its name from “Baltia Air Lines, Inc.” to “USGlobal
Airways, Inc.,” such name change to occur at such time and date, as determined by the Company’s Board of
Directors (the “Board”) (the “Name Change Proposal”), and (ii) a proposal to amend Article III of the
Company’s certificate of incorporation to effect a reverse stock split of the Company’s capital stock at a ratio
of between one-for-25 and one-for-50, with such ratio to be determined at the sole discretion of the Board and with such
reverse stock split to be effected at such time and date, if at all, as determined by the Board in its sole discretion (the
“Reverse Split Proposal”). Stockholders of record at the close of business on April 20, 2017 were entitled to one
vote for each share of common stock and 38,461 votes for each share of Series C Convertible Preferred Stock. On April
20, 2017, there were 9,442,175,250 shares of common stock issued and outstanding and 4,100 shares of Series C Convertible
Preferred Stock issued and outstanding.
Proposal
No. 1 – Name Change
The
voting results on the amendment to the Company’s certificate of incorporation to change its name from “Baltia Air
Lines, Inc.” to “USGlobal Airways, Inc.” were as follows:
Votes
For
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%
of Votes Cast
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Votes
Against
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Abstentions
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3,762,591,478
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99.1%
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28,196,626
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7,135,851
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Proposal
No. 2 – Reverse Stock Split
The
voting results on the amendment to the Company’s certificate of incorporation to effect a reverse stock split of the Company’s
capital stock at a ratio of between one-for-25 and one-for-50 were as follows:
Votes
For
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%
of Votes Cast
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Votes
Against
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Abstentions
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3,474,252,906
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89.1%
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398,315,318
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24,999,168
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The
Meeting was properly adjourned until June 9, 2017
to permit further solicitation
of votes in connection with the approval of the Name Change Proposal and the Reverse Split Proposal.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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Baltia
Air Lines, Inc.
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Date:
May 17, 2017
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By:
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/s/ Anthony
D. Koulouris
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Anthony
D. Koulouris
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President
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