Current Report Filing (8-k)
May 31 2018 - 4:27PM
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 31, 2018
CBA Florida, Inc.
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(Exact name of registrant as specified in its charter)
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Florida
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000-50746
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90-0613888
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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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1857 Helm Drive, Las Vegas, Nevada
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89119
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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:
(702) 914-7250
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(Former Name or Former Address, If Changed Since Last Report)
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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)
☐ 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))
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
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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On
May 31, 2018, CBA Florida, Inc. (the “
Company
”) filed an amendment to its articles of incorporation, as amended
(the “
Charter
”), with the Secretary of State of the State of Florida that included a protective amendment designed
to protect the tax benefits of the Company’s net operating loss carryforwards (the “
Protective Amendment
”).
The Protective Amendment was approved by the Company’s shareholders at a special meeting on May 29, 2018, as described in
Item 5.07 in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 29, 2018.
The
Protective Amendment amends the Company’s Charter to include restrictions on certain transfers of the Company’s common
stock, par value $0.0001 per share (the “
Common Stock
”) in order to protect the long-term value to the Company
of its accumulated net operating losses and other tax benefits. The Protective Amendment’s transfer restrictions generally
restrict any direct or indirect transfers of the Company’s Common Stock that increases the direct, indirect or constructive
ownership of the Company’s Common Stock by any Person (as defined in the Protective Amendment) from less than 4.99% to 4.99%
or more of the Company’s Common Stock, or that increases the percentage of the Company’s Common Stock owned directly,
indirectly or constructively by a Person owning or deemed to own 4.99% or more of the Company’s Common Stock. Further, any
direct or indirect transfer attempted in violation of the Protective Amendment will be void as of the date of the prohibited transfer
as to the purported transferee.
The
foregoing description of the Protective Amendment does not purport to be complete and is qualified in its entirety by reference
to the complete text of the Protective Amendment, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits.
Exhibit
Number
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Description
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3.1
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Articles of Amendment to Articles of Incorporation
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EXHIBIT INDEX
SIGNATURE
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.
May 31, 2018
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CBA Florida, Inc.
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By:
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/s/ Anthony
Snow
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Name:
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Anthony Snow
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Title:
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President and Corporate Secretary
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