Form 8-K - Current report

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 23, 2024

NEXT-ChemX Corporation

(Exact name of registrant as specified in its charter)

Nevada

000-56379

32-0446353

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1980 Festival Plaza Drive, Suite 300

Las Vegas, NV

89135

(Address of Principal Executive Offices)

(Zip Code)

(725) 867-0789

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:

☐	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))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
COMMON		CHMX		OTC

Item 3.02

Unregistered Sales of Equity Securities.

NEXT-ChemX Corporation (the “Company”) , trading under the ticker symbol CHMX on OTC Markets (OTC PK), pursuant to a unanimous election by its Board of Directors, in a special meeting held on Friday, September 23, 2024 by telephonic means, as permitted by Nevada Revised Statutes (“NRS”) Section 78.315(3) and adopted through a signed written consent, as provided in NRS Section 78.315(2), memorialized in the Board’s Resolution, dated September, 23, 2024, elected to create a new class of stock, pursuant to Article 4, Section 1(A) of the company’s Amended and Restated Articles of Incorporation.

This new classification of securities involves the newly authorized issuance of 20,000 shares of preferred stock in a class identified as Class “F” Preferred Stock. This newly issued stock includes 10,000 fully assessable Class “F” Preferred Stock, issued in the name of John Michael Johnson, president, secretary, and a director of the Company, and an additional 10,000 assessable Class “F” Preferred Stock issued to the Board of Directors (the “Board”) of the Company to utilize as the Board sees fit in the best interest of the Company.

Item 3.03

Material Modification to Rights of Security Holders.

Item 3.02 is fully incorporated into the present Item 3.03 disclosure. Series A preferred stock has been issued by the Company prior to the present issuance of this preferred Class F shares. The Board filed a “Certificate of Designation, Number, Powers, Preferences, and Relative, Participating, Optional, and Other Special Rights and the Qualifications, Limitations, Restrictions, and Other Distinguishing Characteristics Of Series “F” Preferred Stock Of Next-ChemX Corporation” (the “Certificate of Designation”) certifying the rights and benefits of the newly issued Class “F” Preferred Stock as defined by the Board.

Class F Preferred Stock

Each share of Class F Preferred Stock ranks senior to all Common Stock and any other class of securities. Each Share of Class F Preferred Stock shall not be convertible at any time. Each Share of Class F Preferred Stock shall be entitled to One Thousand (1,000) votes on any matter on which any of the shareholders are required or permitted to vote. No dividends shall be paid on any Series “F” Preferred Stock.

Item 9.01

Financial Statement and Exhibits.

(d) Exhibits.

The following documents are filed herewith:

Exhibit No.		Description
Exhibit 4.1		Certificate of Designation, Number, Powers, Preferences, and Relative, Participating, Optional, and Other Special Rights and the Qualifications, Limitations, Restrictions, and Other Distinguishing Characteristics Of Series “F” Preferred Stock Of Next-ChemX Corporation
Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 27, 2024	By:	/s/ J. Michael Johnson
	Name:	J. Michael Johnson
	Title:	President

Exhibit 4.1

Cover	Sep. 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 23, 2024
Entity File Number	000-56379
Entity Registrant Name	NEXT-ChemX Corporation
Entity Central Index Key	0001657045
Entity Tax Identification Number	32-0446353
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1980 Festival Plaza Drive
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89135
City Area Code	(725)
Local Phone Number	867-0789
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	COMMON
Trading Symbol	CHMX