Current Report Filing (8-k)
September 10 2018 - 4:56PM
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) September 4, 2018
ATTIS
INDUSTRIES INC.
(Exact
name of registrant as specified in its charter)
New
York
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001-13984
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13-3832215
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(State or other jurisdiction
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(Commission File
Number)
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(IRS Employer
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of incorporation)
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Identification
No.)
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12540
Broadwell Road, Suite 2104
Milton, GA 30004
(Address
of principal executive offices, including Zip Code)
(678)
580-5661
(Registrant’s telephone number, including area code)
(Former
name or former address, if changed since last report)
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 (17CFR 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 (17CFR 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
3.02 Unregistered Sale of Equity Securities.
On September 4, 2018, the Company issued 2,044,480 shares of the Company’s common stock to a shareholder pursuant to
such shareholder’s conversion of shares of the Company’s Series F Convertible Preferred Stock.
These
securities were not registered under the Securities Act of 1933, as amended (the “Securities Act”), but qualified
for exemption under Section 4(a)(2) of the Securities Act. The securities were exempt from registration under Section 4(a)(2)
of the Securities Act because the issuance of such securities by the Company did not involve a “public offering,”
as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size
of the offering, manner of the offering and number of securities offered. All of the securities were issued without registration
under the Securities Act of 1933 in reliance upon the exemption provided in Section 4(a)(2).
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.
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ATTIS
INDUSTRIES INC.
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Date:
September 10, 2018
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By:
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/s/
Jeffrey Cosman
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Name:
Jeffrey Cosman
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Title: Chief Executive Officer
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2
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