Current Report Filing (8-k)
September 14 2020 - 4:20PM
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 11, 2020 (August 21, 2020)
ALTITUDE
INTERNATIONAL HOLDINGS, INC.
(f/k/a Altitude
International, Inc.)
(Exact
name of Registrant as specified in its Charter)
New
York
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000-55639
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13-3778988
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(State
or Other Jurisdiction of
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(Commission
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(I.R.S.
Employer
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Incorporation)
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File
Number)
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Identification
No.)
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515
E. Las Olas Boulevard, Suite 120, Fort Lauderdale, FL 33301
(Address
of Principal Executive Offices)
(954)
256-5120
(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 (see general instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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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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 [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. [ ]
Securities
registered to Section 12(b) of the Act: None.
Item
3.02 Unregistered Sales of Equity Securities.
On August 16, 2020,
the Altitude International Holdings, Inc. (f/k/a Altitude International, Inc., the “Company”) issued 7,946,625
restricted shares of common stock to Joseph Frost (“Frost”) upon conversion of $158,933 in existing debt owed to Frost
that has been accrued by the Company. The issuance was made in reliance on the exemption from registration provided by Sections
3(a)(9) and 4(a)(2) of the Securities Act as the common stock was issued in exchange for debt securities of the Company held by
each shareholder, there was no additional consideration for the exchange, there was no remuneration for the solicitation of the
exchange, there was no general solicitation, and the transactions did not involve a public offering.
Item
5.03 Amendments to Articles of Incorporation or ByLaws; Change in Fiscal Year.
On
August 21, 2020, the Company filed with the State of New York to change its name from Altitude International, Inc. to Altitude
International Holdings, Inc. to differentiate its subsidiary, Altitude International, Inc. from the parent company. The Company
will apply for a name change with FINRA.
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.
Date:
September 14, 2020
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ALTITUDE
INTERNATIONAL HOLDINGS, INC.
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By:
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/s/
Robert Kanuth
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Name:
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Robert
Kanuth
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Title:
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Chief
Executive Officer and Chairman
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Altitude (CE) (USOTC:ALTD)
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