UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 21, 2023
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Advanced Voice Recognition Systems, Inc.
(Exact Name of Registrant as Specified in Charter)
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Nevada
(State or Other Jurisdiction
of Incorporation)
| 000-1342936
(Commission
File Number)
| 98-0511932
(IRS Employer
Identification No.)
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7659 E. Wood Drive, Scottsdale, AZ 85260
(Address of Principal Executive Offices) (Zip Code)
(480) 704-4183
(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:
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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
| Trading Symbol(s)
| Name of each exchange on which registered
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Common Stock, $0.001 par value
| AVOI
| OTC pkn
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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). ☒
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 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 below regarding the reverse stock split described therein is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
As previously disclosed and with majority shareholder approval, the Company has filed a Certificate of Amendment to the Articles of Incorporation with the Nevada Secretary of State indicating the addition of 25,000,000 share of Preferred Stock to our authorized shares and disclosing the reverse share split of 1 share for 100. The effective date of the reverse split is August 22, 2023. The Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split, determined at the beneficial owner level by share certificate. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split.
The new CUSIP number for the Shares is 00767C205. A “D” will be placed on the ticker symbol for 20 business days. After the 20 days the symbol will return to AVOI.
Item 9.01 Financial Statements and Exhibits
Exhibit Title
99.1 Amended and Restated Articles of Incorporation for Advanced Voice Recognition Systems, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ADVANCED VOICE RECOGNITION SYSTEMS, INC.
Dated: August 21, 2023
By: /s/ Walter Geldenhuys
Name: Walter Geldenhuys
Title: President, Chief Executive Officer