Current Report Filing (8-k)
September 11 2020 - 4:00PM
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, 2020
Q2EARTH,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-55148
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20-1602779
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(State
or other jurisdiction
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(Commission
File
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(IRS
Employer
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of
incorporation)
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Number)
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Identification
Number)
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420
Royal Palm Way, #100, Palm Beach, Florida
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33480
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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
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(561)
693-1423
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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))
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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N/A
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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 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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
September 4, 2020, Q2Earth, Inc. (the “Company”) amended its name from Q2Earth, Inc. to QSAM Biosciences, Inc., by
filing a Certificate of Amendment with the Delaware Secretary of State and executed a 1 for 25 reverse stock split of its issued
and outstanding common stock, also reported on the foregoing Certificate of Amendment, and changed its trading symbol from QPWR
to QSAM. Further, the Company reported on its Certificate of Amendment an increase in its authorized common stock, par value $0.0001
per share, from 100,000,000 to 300,000,000 shares. The increase in authorized stock and reverse stock split were both approved
by our shareholders at a special meeting conducted on February 7, 2020. The Company was not required to seek shareholder approval
for change in name of the Company. Pursuant to the reverse stock split, any fractional shares shall be rounded to the nearest
whole number, and shareholders are not required to take any action or exchange their share certificates. A copy of the Certificate
of Amendment is filed hereto as Exhibit 3.1 and is incorporated herein by reference.
The
Company had filed a corporate action with Financial Industry Regulatory Authority (“FINRA”) pursuant to Rule 6490
in connection with all the foregoing corporate actions, which were announced by FINRA on its Daily List on September 9, 2020.
Prior to the reverse stock split, the Company had approximately 51,948,965 shares of common stock issued and outstanding. The
Company’s shares are quoted on the OTCQB platform of OTC Markets. A “D” will be placed on the current symbol
of the Company, QPWR, for 20 business days to alert the public of the reverse split. After 20 business days, the trading symbol
for the Company’s common stock will change to “QSAM”. The new CUSIP number for the Company’s common stock
following the reverse stock split will be 74738N103.
On
September 10, 2020, we issued a press release announcing the foregoing corporate actions. A copy of the press release is filed
hereto as Exhibit 99.1 and is incorporated herein by reference.
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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Q2Earth,
Inc.
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By:
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/s/
Christopher Nelson
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Christopher
Nelson
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President
and General Counsel
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Date:
September 11, 2020
Exhibit
Index