As Filed with the Commission on January 8, 2021
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event
Reported): January 4, 2021
ABCO ENERGY, INC.
(Name of registrant as specified in its Charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
2505 Alvernon Way, Tucson, AZ
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(Former name 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:
☐ 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))
Indicate by checkmark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (Sec
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
Item 3.03 Material Modification to Rights of Security
On December 1, 2020, the Board of Directors of ABCO Energy, Inc., a
Nevada corporation (the “Company”) approved a reverse stock split
of the Company’s common stock, par value $0.001 per share (the
“Common Stock”), at a ratio of 1-for-171 (the “Reverse Stock
On January 7, 2021, the Company issued a press release announcing
the Reverse Stock Split. A copy of the press release is filed
herewith as Exhibit 99.1.
Reason for the Reverse Stock Split.
The Reverse Stock Split is being effected in accordance with the
Company’s obligation to effect a reverse stock split of the Common
Stock to increase the market price of the Company’s to make
the common stock more attractive to a broader range of
institutional and other investors.
Effects of the Reverse Stock
As a result of the Reverse Split becoming effective on January 4,
2021, the number outstanding, shares on that date,
2,687,999,095, was reduced to 15,811,760. In addition, the
authorized shares of Common Stock of the Company was reduced from
5,000,000,000 shares currently authorized to 29,411,765 shares of
common stock after the Reverse Stock Split. See “Capitalization”
Effective Date; Symbol; CUSIP Number. The
Reverse Stock Split became effective with FINRA (the Financial
Industry Regulatory Authority) and in the marketplace at the open
of business on January 4, 2021 (the “Effective Date”), whereupon
the shares of common stock began trading on a split adjusted
basis. On the Effective Date, the Company’s trading symbol
changed to “ABCED” for a period of 20 business days, after which
the “D” will be removed from the Company’s trading symbol, which
will revert to the original symbol of “ABCE”. In connection
with the Reverse Stock Split, the Company’s CUSIP number was
change to 00287V4023.
Split Adjustment; No Fractional Shares. On the
Effective Date, the total number of shares of the Company’s Common
Stock held by each stockholder will be converted automatically into
the number of whole shares of Common Stock equal to (i) the number
of issued and outstanding shares of Common Stock held by such
stockholder immediately prior to the Reverse Stock Split, divided
by (ii) 171.
No fractional shares will be issued, and no cash or other
consideration will be paid. Instead, 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.
Non-Certificated Shares; Certificated Shares.
Stockholders who are holding their shares in electronic form at
brokerage firms do not have to take any action as the effect of the
Reverse Stock Split will automatically be reflected in their
Stockholders holding paper certificates may (but are not required
to) send the certificates to the Company’s transfer agent at the
address given below. The transfer agent will issue a new
share certificate reflecting the terms of the Reverse Stock Split
to each requesting stockholder.
18 Lafayette Place
Woodmere, New York 11598
Phone: (212) 828-8436
Facsimile: (646) 536-3179
No Stockholder Approval
Under Nevada law, the reverse stock split was approved by the Board
of Directors of the Company in accordance with NRS
Section 78.207. No stockholder approval is required. NRS
Section 78.207 provides that the Company may effect the
reverse stock split without stockholder approval if (x) both
the number of authorized shares of Common Stock and the number of
outstanding shares of Common Stock are proportionally reduced as a
result of the reverse stock split (y) the reverse stock split
does not adversely affect any other class of stock of the Company
and (z) the Company does not pay money or issue scrip to
stockholders who would otherwise be entitled to receive a
fractional share as a result of the reverse stock split. As
described herein, the Company has complied with these requirements.
Because the authorized number of shares has been reduced to
29,411,765, the Company intends to amend its Articles of
Incorporation to increase the authorized number of shares at least
1,000,000,000 shares. This is anticipated to happen within 90 days
of the Effective Date.
Capitalization. As a result of the Reverse
Stock Split, the Company is currently authorized to issue
29,411,765 shares of Common Stock as a result of the filing of the
Certificate of Change with Nevada. Prior to the Effective Date,
January 4, 2021, there were 2,687,999,095 shares of Common Stock
outstanding. As a result of the Reverse Stock Split, there are now
29,411,765 shares of Common Stock outstanding (subject to
adjustment due to the effect of rounding fractional shares into
whole shares). The Reverse Stock Split will not have any
effect on the stated par value of the Common Stock.
The Reverse Stock Split does not affect the Company’s authorized
preferred stock. There are 100,000,000 authorized shares
of the Company’s preferred stock. After the Reverse Stock
Split, the Company’s issued preferred stock outstanding
of 30,000,000 remained unchanged.
Immediately after the Reverse Stock Split, each stockholder’s
percentage ownership interest in the Company and proportional
voting power will remain virtually unchanged except for minor
changes and adjustments that will result from rounding fractional
shares into whole shares. The rights and privileges of the
holders of shares of Common Stock will be substantially unaffected
by the Reverse Stock Split
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
The information required by this Item 5.03 is set forth in Items
3.03 above, which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has dully caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
ABCO ENERGY, INC.
Date: January 8, 2021
/s/ David Shorey