Current Report Filing (8-k)
October 26 2022 - 4:29PM
Edgar (US Regulatory)
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2022-10-20
2022-10-20
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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): October
20, 2022
BOXSCORE BRANDS,
INC.
(Exact Name of Registrant as Specified in Charter)
Delaware |
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333-165972 |
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22-3956444 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
500 West Putnam Ave. Suite 400
Greenwich, Connecticut 06830
(Address of Principal Executive Offices)
Registrant’s telephone number, including area
code: 800-998-7962
3275 S. Jones Blvd., Suite 400 Las Vegas, Nevada
89146
(Former Address)
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 |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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 |
None |
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N/A |
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N/A |
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 checkmark
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 |
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AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. |
On 20 October 2022 BoxScore Brands, Inc. (the
“Company”), following receipt of written approval from stockholders acting without a meeting and holding at least
the minimum number of votes that would be necessary to authorize or take such action at a meeting, the Company filed an amendment to
its Certificate of Incorporation (the “Amendment”) to (i) change the name of the Company to “AMERICAN BATTERY
MATERIALS, INC.” (the “Name Change”); and, (ii) increase the total number authorized shares of the Company’s
common stock, par value $0.001 per share, from 600,000,000 to 4,500,000,000 (the “Authorized Share Increase”). The
Company was advised by the Delaware Secretary of State that it had accepted the Company’s filing of the Amendment, with a filing
and effective date of 20 October 2022. The Authorized Share Increase was effective immediately upon filing of the Amendment. The Name
Change will not be effective until FINRA provides instruction for allowance of the Name Change. The Amendment is attached to this Current
Report as Exhibit 3.1, and is incorporated herein by reference. All descriptions of the Amendment herein are qualified in their entirety
by the actual text of the Amendment.
ITEM 5.07 |
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
On 20 October 2022, the holder
of 63.86% of the issued and outstanding shares of stock of the Company entitled to vote took action by written consent and without a meeting,
pursuant to Delaware General Corporate Law Section 228. The number of shares entitled to vote was determined by the total number of issued
and outstanding shares of (i) common stock; and, (ii) Series A Super Voting Preferred Convertible Stock converted into common stock for
purposes of voting. In addition to the Name Change and the Authorized Share Increase, the following actions were also adopted and approved:
| (1) | Future amendment of our Certificate of Incorporation to implement a decrease in the authorized shares
of the Company’s Common Stock from 4,500,000,000 to a number of not less than 10,000,000 and not more than 2,000,000,000 (the “Authorized
Share Reduction”), at any time prior to October 20, 2023 (the “Anniversary Date”), with the Board of Directors
of the Company (the “Board”) having the discretion to determine whether or not the Authorized Share Reduction is to
be effected, and if effected, the exact number of the Authorized Share Reduction within the above range. |
| (2) | Future amendment of our Certificate of Incorporation to implement a reverse stock split of the Company’s
Common Stock by a ratio of not less than 1-for-10 and not more than 1-for-1,000, (the “Reverse Split”), at any time
prior to the Anniversary Date, with the Board having the discretion to determine whether or not the Reverse Split is to be effected, and
if effected, the exact ratio for the Reverse Split within the above range. |
The consenting stockholder signed
a written consent taking such action to approve and adopt the Name Change; Authorized Share Increase; Authorized Share Reduction; and,
Reverse Split, all without a meeting or involvement of the Company. The written consent was delivered to the Company on October 20, 2022.
On 21 October 2022 the
Company issued a press release announcing the Name Change and the Authorized Share Increase. A copy of the press release is included
herewith as Exhibit 99.1 and the information in the press release is incorporated by reference into this Item 8.01.
ITEM 9.01 |
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Financial Statements and Exhibits. |
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:
26 October 2022 |
BOXSCORE
BRANDS, INC. |
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BY: |
/S/
SEBASTIAN LUX |
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Sebastian
Lux, |
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Chief
Executive Officer |
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