Current Report Filing (8-k)
May 11 2021 - 06:04AM
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 reported) May 10,
2021
QUANTA,
INC.
(Exact
name of registrant as specified in its chapter)
|
Nevada |
|
000-56025 |
|
81-2749032 |
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(I.R.S.
Employer
Identification
No.)
|
|
632
S Glenwood Place, Burbank, CA |
|
91506 |
|
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code (818)
659-8052
n/a
(Former
name or former address, 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
CFR230.425) |
| |
|
| [ ] |
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
|
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
|
N/A |
|
N/A |
|
N/A |
Item
1.01. Entry into a Material Definitive Agreement.
Control
Block Transfer Agreement
On
May 10, 2021, the Company executed a Control Block Transfer
Agreement with Phil Sands and Arthur Mikaelian, pursuant to which,
effective Mr. Sands agreed to transfer 2,500,000 shares of the
Company’s Series A Super Voting Preferred Stock to Dr. Mikaelian,
representing a transfer of majority voting control over the Company
because the holder of such 2,500,000 shares of our Series A Super
Voting Preferred Stock automatically carries a vote equal to 51% on
all matters submitted to a vote of the holders of our Common Stock
and Preferred Stock. Mr. Sands agreed to transfer the Control Block
to Arthur Mikaelian in exchange for 3,000,000 shares of the
Company’s Common Stock, and for the payment of $22,500 in accrued
salary, as well as the payment of health insurance benefits through
January of 2022.
A
copy of the Control Block Transfer Agreement is attached hereto as
Exhibit 10.1. The description of the Control Block Transfer
Agreement herein is qualified by the terms of the full text of the
Control Block Transfer Agreement attached hereto and the terms
thereof are incorporated herein by reference.
Item
5.01 Changes in Control of Registrant
As
discussed in Item 1.01 above, the May 10, 2021 Control Block
Transfer Agreement represents a change in majority voting control
of the Company, since Arthur Mikaelian now holds the Control Block,
entitling him to 51% majority voting control on all matters coming
before a vote of our shareholders.
Item
5.02 Appointment of New Officer
Board
Consent and Resignation
On
May 10, 2021, in connection with the execution of the Control Block
Transfer Agreement, Phil Sands submitted his resignation from all
Officer and Director positions with the Company, which will be
effective following the ten-day period after the mailing of a
Schedule 14F to our shareholders of record, at which time our
current CEO and Director, Dr. Mikaelian, shall assume the
additional roles of President, CFO, Secretary and Treasurer of the
Company until such time as others are appointed.
A
copy of the Board of Directors Consent dated May 10, 2021 and Mr.
Sands’s Resignation Letter, also dated May 10, 2021, are attached
hereto as Exhibit 10.2 and incorporated herein by
reference.
Pursuant
to the foregoing, the Company shall file a Schedule 14F in the
following days to detail majority shareholder approval of Change in
Control of our Board of Directors in connection with the Transition
to a Holding Company.
Item
9.01. Financial Statements and Exhibits. (d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Quanta,
Inc. has caused this report to be signed on its behalf by the
undersigned duly authorized person.
| |
QUANTA,
INC.. |
|
|
|
|
| Dated:
May 10, 2021 |
By: |
/s/
Arthur Mikaelian |
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