Current Report Filing (8-k)
September 11 2018 - 04:22PM
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 6, 2018
Texas South Energy, Inc.
(Exact name of registrant as specified in
its charter)
Nevada
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333-171064
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99-0362471
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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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4550 Post Oak Place Dr., Suite 300
Houston, TX 77027
(Address of principal executive offices
and Zip Code)
Registrant's telephone number, including
area code:
(713) 820-6300
N/A
(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.
☐ Written communications pursuant to Rule
425 under the Securities Act (17 CFR240.14d-2(b))
☐ Soliciting material pursuant to Rule
14a-12 under Exchange Act (17 CFR240.14a-12)
☐ Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
☐ Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-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 3.02 Unregistered Sales of Equity Securities.
During August 2018,
the Company sold 24,333,350 shares of common stock to certain accredited investors for an aggregate total of $486,667.
The issuances of these
securities did not involve the payment of any sales commissions and were exempt pursuant to Section 4(a)(2) of the Securities Act
of 1933.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
At the Company’s
2018 annual meeting, the Company’s stockholders approved an amended and restated articles of incorporation as described in
Item 5.07 below, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 6, 2018,
the Company held its annual meeting of stockholders. Set forth below are the final voting results for each of the six proposals
submitted to a vote of the stockholders.
Proposal One
. To Elect
Directors. Each of the two nominees listed below was elected a director of the Company to hold office until the next annual
meeting of the stockholders and until his successor has been duly elected and qualified, based upon the following votes:
Nominee
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Number of Shares Voted For
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Number of Shares Voted Against
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Number of Shares Abstaining
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Michael J. Mayell
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522,529,910
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500
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-0-
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John B. Connally III
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522,519,910
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500
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10,000
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Proposal Two
. To Adopt
the Company’s 2018 Omnibus Incentive Plan. The Company’s stockholders approved and adopted the Company’s
2018 Omnibus Incentive Plan, attached hereto as Exhibit 10.1 which is incorporated herein, by the following votes:
Number of Shares Voted For
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Number of Shares Voted Against
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Number of Shares Abstaining
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521,553,833
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25,720
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950,857
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Proposal Three
. To Ratify of Appointment
of Independent Registered Accounting Firm. The Company’s stockholders ratified the appointment of LBB & Associates,
Ltd., LLP as the Company’s independent registered public accounting firm for 2018, by the following votes:
Number of Shares Voted For
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Number of Shares Voted Against
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Number of Shares Abstaining
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560,855,619
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32,345
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135,706
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Proposal Four
. To Approve
the Amended and Restated Articles of Incorporation. The Company’s stockholders approved the Amended and Restated Articles
of Incorporation, as disclosed in the Company’s 2018 proxy statement and attached hereto as Exhibit 3.1 and incorporated
herein, by the following votes:
Number of Shares Voted For
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Number of Shares Voted Against
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Number of Shares Abstaining
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522,521,910
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32,345
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135,706
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Proposal Five
. To consider
and adopt an amendment to our articles of incorporation to eliminate the applicability of Nevada Revised Statutes provisions 78.411
to 78.444, inclusive, Combinations with Interested Stockholders. The Company’s stockholders approved the amendment
to the Company’s articles of incorporation to eliminate the applicability of Nevada Revised Statutes provisions 78.411 to
78.444, inclusive, Combinations with Interested Stockholders, by the following votes:
Number of Shares Voted For
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Number of Shares Voted Against
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Number of Shares Abstaining
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522,526,910
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5,500
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3,000
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Proposal Six
. To Increase
the Number of Authorized Shares of Common Stock from 1,350,000,000 to 1,500,000,000. The Company’s stockholders
approved the amendment to the Company’s articles of incorporation increasing the authorized shares of common stock from 1,350,000,000
to 1,500,000,000, by the following votes:
Number of Shares Voted For
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Number of Shares Voted Against
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Number of Shares Abstaining
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557,972,904
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5,500
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3,000
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Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: September 11, 2018
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TEXAS SOUTH ENERGY, INC.
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By:
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/s/ Michael J. Mayell
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Michael J. Mayell, Chief Executive Officer
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