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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 15, 2021 (October 13,
2021)
American Noble Gas, Inc.
(Exact name
of registrant as specified in its charter)
Delaware |
|
001-17204 |
|
20-3126437 |
(State or
other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
15612 College Blvd.
Lenexa,
KS
66219
(Address of
principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code:
(913)
948-9512
Securities
registered pursuant to Section 12(b) of the Act:
Title of
each class |
|
Trading
Symbol(s) |
|
Name of
exchange on which registered |
— |
|
— |
|
— |
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):
☐ |
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
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 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
5.03. |
Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal
Year. |
Effective as
of 5:44 p.m. Eastern Time on October 14, 2021, Infinity Energy
Resources, Inc. (the “Company”) changed its name to “American Noble
Gas, Inc.” pursuant to a Certificate of Amendment to its
Certificate of Incorporation (as amended to date, the “Charter”)
filed with the Secretary of State of the State of
Delaware.
Also,
effective October 14, 2021, the Company amended and restated its
Bylaws to reflect the change of its name described
above.
The
foregoing descriptions of the amendments to the Company’s Charter
and Amended and Restated Bylaws are not complete and are subject to
and qualified in their entirety by reference to the descriptions of
the additional changes to the Company’s Charter and Amended and
Restated Bylaws which were approved in the annual meeting of
shareholders discussed in Item 5.07 below, together with the
Articles of Amendment, a copy of which is attached hereto as
Exhibit 3.1 and the Company’s Amended and Restated Bylaws, as
amended, a composite copy of which is attached hereto as Exhibit
3.2, each of which is incorporated herein by reference. In
addition, a marked copy of the Company’s Amended and Restated
Bylaws indicating changes made to this document, as it existed
immediately prior to the adoption of the amendment, is attached as
Exhibit 3.3, and is incorporated herein by reference.
Item
5.07 |
Submission of Matters
to a Vote of Security Holders. |
The Company held its annual meeting
of the shareholders (the “Annual Meeting”) on Wednesday, October
13, 2021. There were 13,222,427 shares of common stock, par value
$0.0001 per share (the “Common Stock”), represented in person or by
proxy at the Annual Meeting, constituting approximately 58.5% of
the outstanding shares of Common Stock on August 24, 2021, the
record date for the Annual Meeting (the “Record Date”), and
establishing a quorum. The matters voted upon at the Annual Meeting
and the results of such voting are set forth below.
Proposal One: Election of Three Directors of the
Company;
Name |
|
Votes
For |
|
|
Votes
Withheld |
|
|
Broker
Non-Votes |
|
Stanton E. Ross |
|
|
12,224,764 |
|
|
|
35,141 |
|
|
|
962,522 |
|
Leroy C. Richie |
|
|
12,238,967 |
|
|
|
20,938 |
|
|
|
962,522 |
|
Daniel F. Hutchins |
|
|
12,242,206 |
|
|
|
17,699 |
|
|
|
962,522 |
|
All nominees
were duly elected.
Proposal Two: Approval of an amendment to the
Company’s Certificate of Incorporation, as amended, removing the provision providing that any
action taken by the stockholders by written consent in lieu
of a meeting requires that all of the Company’s stockholders
entitled to vote on such action consent in writing thereto (the
“Stockholder Written Consent Amendment
Proposal”);
Votes
For |
|
|
Votes
Against/
Withheld |
|
|
Abstain |
|
|
Broker
Non-Votes |
|
|
12,216,109 |
|
|
|
43,084 |
|
|
|
712 |
|
|
|
962,522 |
|
The
Stockholder Written Consent Amendment Proposal was
approved.
Proposal Three: Approval of an amendment to the Company’s Certificate of
Incorporation, as amended, increasing the Company’s authorized
shares of common stock from 75,000,000 shares to 500,000,000 shares
(the “Share Increase Proposal”);
Votes
For |
|
|
Votes
Against/
Withheld |
|
|
Abstain |
|
|
Broker
Non-Votes |
|
|
12,917,630 |
|
|
|
301,973 |
|
|
|
2,824 |
|
|
|
-0- |
|
The
Share Increase
Proposal was approved.
Proposal Four: Approval of an amendment to the Company’s Certificate
of Incorporation, as amended, changing the Company’s name to
American Noble Gas, Inc. (the “Name Change
Proposal”);
Votes
For |
|
|
Votes
Against/
Withheld |
|
|
Abstain |
|
|
Broker
Non-Votes |
|
|
13,091,528 |
|
|
|
24,784 |
|
|
|
106,115 |
|
|
|
-0- |
|
The Name
Change Proposal was approved.
Proposal Five: Approval of the adoption of the
Company’s 2021 Stock Option and Restricted Stock Plan (the “2021
Plan Proposal”);
Votes
For |
|
|
Votes
Against/
Withheld |
|
|
Abstain |
|
|
Broker
Non-Votes |
|
|
12,202,595 |
|
|
|
36,548 |
|
|
|
20,762 |
|
|
|
962,522 |
|
The
appointment of RBSM LLP as the independent registered public
accounting firm of the Company for the year ending December 31,
2021 was ratified.
Proposal Six: Ratification of the appointment of
RBSM LLP as the Company’s independent registered public accounting
firm for the year ending December 31,
2021;
Votes
For |
|
|
Votes
Against/
Withheld |
|
|
Abstain |
|
|
Broker
Non-Votes |
|
|
12,726,423 |
|
|
|
495,894 |
|
|
|
110 |
|
|
|
-0- |
|
The
appointment of RBSM LLP as the independent registered public
accounting firm of the Company for the year ending December 31,
2021 was ratified.
Proposal Seven: Approval of a non-binding advisory
proposal to approve the compensation paid to the Company’s named
executive officers (the “Say-on-Pay
Proposal”);
Votes
For |
|
|
Votes
Against/
Withheld |
|
|
Abstain |
|
|
Broker
Non-Votes |
|
|
12,201,633 |
|
|
|
42,018 |
|
|
|
16,254 |
|
|
|
962,522 |
|
The
non-binding Say-on-Pay Proposal was approved.
Proposal Eight: Approval of a non-binding advisory
proposal on the frequency of the stockholder advisory vote on
executive compensation (the “Say-on-Pay Frequency
Proposal”);
Votes For
One-Year |
|
|
Votes For Every
Two-years |
|
|
Votes For Every
Three years |
|
|
Abstain |
|
|
Broker
Non-Votes |
|
|
138,112 |
|
|
|
1,169,160 |
|
|
|
10,940,933 |
|
|
|
11,700 |
|
|
|
962,522 |
|
The
non-binding Say-on-Pay Frequency proposal for every three years was
approved.
Item
8.01. Other Events.
On October
13, 2021, the Company changed the address of its principal
executive office to 15612 College Blvd., Lenexa, Kansas
66219.
(d)
Exhibits.
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: October 15,
2021 |
American
Noble Gas, Inc. |
|
|
|
By: |
/s/
Stanton E. Ross |
|
Name: |
Stanton E.
Ross |
|
Title: |
Chairman, President and
Chief Executive Officer |
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