Current Report Filing (8-k)
January 08 2020 - 5:23PM
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): December 30, 2019
LIBERATED
SOLUTIONS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
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000-55177
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27-4715504
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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5430
Lyndon B Johnson Fwy, Suite 1200, Dallas, TX
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75240
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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) 610-3817
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 (See General Instruction A.2 below):
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[ ]
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None
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N/A
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N/A
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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 [ ]
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
December 30, 2019, Liberated Solutions, Inc. (“Company”) filed a Certificate of Amendment to Designation (the “Amendment”)
applicable to the Company’s Series X preferred stock with the Secretary of State of the State of Nevada. The Amendment had
the effect of:
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1.
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Revising
Section 1(b)(ii) of the Series X certificate of designation to provide that each share of Series X preferred stock is initially
convertible into 67,710.053 conversion shares (prior to the completion of the 1-for-2,000 reverse split of the Company’s
common stock currently in process), subject to adjustment as set forth in the certificate of designation; and
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2.
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Providing
that the conversion ratio will be subject to proportional and equitable adjustments for future splits, combinations or dividends
relating to the common stock, or combinations, recapitalization, reclassifications, extraordinary distributions and similar
events.
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The
effective date of the Amendment is December 30, 2019.
The
foregoing description of the Amendment is qualified in its entirety by reference to the complete terms and conditions of the Amendment,
a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated by reference into this Item
5.03.
Item
8.01. Other Events.
On
July 8, 2019, prior to the closing of the August 22, 2019 exchange, the Company filed a definitive information statement on Schedule
14C concerning a proposed 1-for-25,000 reverse stock split of the Company’s common stock (the “Abandoned Reverse Split”).
Subsequently, the Company determined not to proceed with the Abandoned Reverse Split. Accordingly, the Abandoned Reverse Split
has been abandoned.
On
November 20, 2019, the Company filed a definitive information statement on Schedule 14C concerning the following proposed corporate
actions (collectively, the “Proposed Corporate Actions”):
1.
Corporate name change to Ngen Technologies Holdings Corp.,
2.
1-for-2,000 reverse stock split, and
3.
Decrease in authorized shares to 3,000,000,000 shares.
The
Proposed Corporate Actions are undergoing the required review by the Financial Industry Regulatory Authority (“FINRA”).
We anticipate that FINRA will complete its review and the Proposed Corporate Action will be processed in the near future.
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 thereunto duly authorized.
Date:
January 8, 2020
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LIBERATED
SOLUTIONS, INC.
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By:
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/s/
Ed Carter
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Ed
Carter
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Chief
Executive Officer
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