Current Report Filing (8-k)
November 16 2018 - 5:02PM
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):
November 12, 2018
INDOOR
HARVEST CORP
(Exact
name of registrant as specified in its charter)
Texas
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000-55594
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45-5577364
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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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5300
East Freeway Suite A
Houston,
Texas
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77020
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(Address
of Principal Executive Offices)
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(Zip
Code)
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832-649-3998
(Registrant’s
telephone number, including area code)
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):
[ ]
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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 [X]
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. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
November 12, 2018, the Board of Directors (the “
Board
”) of Indoor Harvest Corp (the “
Company
”)
amended the Company’s Bylaws, effective on that date. The amendments, among other things:
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revises
Article I, Section 2 regarding who can call special meetings of the shareholders;
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revises
Article I, Section 9 to change the quorum of shareholders for meetings to 33.34% of the issued and outstanding shares of the
Company entitled to vote at a meeting;
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revises
Article I, Section 11 to allow for shareholders to vote via written consent of outstanding stock entitled to vote on such
action having at least the minimum number of votes that would be necessary to authorize or take such action at a meeting;
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revises
Article II, Section 2 to give the Board the authority to set the number of directors;
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revises
Article II, Sections 6 to 8 to clarify when a director’s resignation is effective, to specify that directors can only
be removed for cause, and to clarify the procedure for the appointment of directors to newly created directorships or if there
is a vacancy in the Board;
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deletes
Article II, Section 11; and
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adds
a new Article VI regarding the indemnification of the directors, officers, or agents of the Company.
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This
description is qualified in its entirety by reference to the text of the amendments, which is attached as Exhibit 3.1 to
this Report.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
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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INDOOR
HARVEST CORP
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Date:
November 16, 2018
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By:
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/s/
Daniel Weadock
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Daniel
Weadock
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Chief
Executive Officer
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