Current Report Filing (8-k)
October 26 2022 - 04:29PM
Edgar (US Regulatory)
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2022-10-20 2022-10-20 iso4217:USD xbrli:shares iso4217:USD
xbrli:shares
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 |
|
333-165972 |
|
22-3956444 |
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission File Number) |
|
(IRS Employer
Identification No.)
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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:
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☐ |
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:
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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 |
|
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 |
|
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 |
|
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, |
| |
|
Chief
Executive Officer |
2
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