SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 8-K/A

(Amendment No. 1)

 

Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): July 2, 2021

 

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ENTERPRISE DIVERSIFIED, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada

 

000-27763

 

88-0397234

(State or other jurisdiction of incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

         

1518 Willow Lawn Drive

       

Richmond, VA

     

23230

(Address of principal executive offices)

     

(Zip Code)

 

(434) 336-7737

(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:

 

[ ] 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

Trading Symbol(s)

Name of each exchange on which registered

None

Not applicable

Not applicable

 

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 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As previously reported under Item 5.07 of the Current Report on Form 8-K of Enterprise Diversified, Inc. (the “Company”) filed with the Securities and Exchange Commission on June 1, 2021, the Company received, at its 2021 Annual Meeting of Shareholders held on May 27, 2021, approval from the holders of a majority of the outstanding shares of Common Stock of the Company to amend the Company’s Articles of Incorporation, as amended to date, to increase the authorized shares of Common Stock from Two Million Eight Hundred Thousand (2,800,000) shares of Common Stock to Ten Million (10,000,000) shares of Common Stock.

 

To effectuate the aforesaid amendment, the Company submitted a Certificate of Amendment to the Articles of Incorporation of the Company (the “Amendment”) with the Nevada Secretary of State on June 16, 2021; and the filing of the Amendment was processed and acknowledged by the Nevada Secretary of State on July 2, 2021. Following the effective filing of the Amendment, the aggregate number of shares which the Company shall have the authority to issue is Ten Million (10,000,000) shares of Common Stock at $0.125 par value, and Thirty Million (30,000,000) shares (unchanged) of Serial Preferred Stock at $0.001 par value. A copy of the Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

 

Item 9.01 - Financial Statements and Exhibits.

 

(a) Financial statements of businesses acquired – not applicable

 

(b) Pro forma financial information – not applicable

 

(c) Shell company transactions – not applicable

 

(d) Exhibits:

 

 

Exhibit No.

Exhibit Description

3.1

Certificate of Amendment to the Articles of Incorporation of Enterprise Diversified, Inc.

 

 

 

 

 

 

 

 

Exhibit Index

 

 

Exhibit No.

Exhibit Description

3.1

Certificate of Amendment to the Articles of Incorporation of Enterprise Diversified, Inc.

 

 

 

 

 

 

 

 

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.

 

Date:  July 8, 2021

     

ENTERPRISE DIVERSIFIED, INC.

         
   

By:

 

/s/ Steven L. Kiel

       

Steven L. Kiel

       

Executive Chairman

 

 
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