ABCO ENERGY, INC.

ABCED
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ABCO ENERGY, INC. : Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

11/25/2020 | 12:29pm

Item 3.03 Material Modification to Rights of Security Holders



The Board of Directors of ABCO Energy, Inc., a Nevada corporation (the
"Company") has approved a reverse stock split of the Company's common stock, par
value $0.001 per share (the "Common Stock"), at a ratio of 1-for-170 (the
"Reverse Stock Split").



On November 24, 2020, the Company issued a press release announcing the Reverse
Stock Split. A copy of the press release is filed herewith as Exhibit 99.1.



Reason for the Reverse Stock Split



The Reverse Stock Split is being effected in accordance with the Company's
obligation to effect a reverse stock split of the Common Stock to facilitate an
increase in the stock prices creating the possibility for the stock to trade at
more reasonable prices. Current stock prices afford little or no liquidity for
our stockholders.



Effects of the Reverse Stock Split



Effective Date; Symbol; CUSIP Number. The Reverse Stock Split becomes effective
with FINRA (the Financial Industry Regulatory Authority) and in the marketplace
at the open of business on January 15, 2021 (the "Effective Date"), whereupon
the shares of common stock will begin trading on a split adjusted basis. On the
Effective Date, the Company's trading symbol will change to "ABCED" for a period
of 20 business days, after which the "D" will be removed from the Company's
trading symbol, which will revert to the original symbol of "ABCE". In
connection with the Reverse Stock Split, the Company's CUSIP number will change.



Split Adjustment; No Fractional Shares. On the Effective Date, the total number
of shares of the Company's Common Stock held by each stockholder will be
converted automatically into the number of whole shares of Common Stock equal to
(i) the number of issued and outstanding shares of Common Stock held by such
stockholder immediately prior to the Reverse Stock Split, divided by (ii) 170.



No fractional shares will be issued, and no cash or other consideration will be
paid. Instead, the Company will issue one whole share of the post-Reverse Stock
Split Common Stock to any stockholder who otherwise would have received a
fractional share as a result of the Reverse Stock Split.



Non-Certificated Shares; Certificated Shares. Stockholders who are holding their
shares in electronic form at brokerage firms do not have to take any action as
the effect of the Reverse Stock Split will automatically be reflected in their
brokerage accounts.



Stockholders holding paper certificates may (but are not required to) send the
certificates to the Company's transfer agent at the address given below. The
transfer agent will issue a new share certificate reflecting the terms of the
Reverse Stock Split to each requesting stockholder.






VStock Transfer

18 Lafayette Place

Woodmere, New York 11598

Phone: (212) 828-8436

Facsimile: (646) 536-3179




State Filing. The Reverse Stock Split will be effected by the Company filing a
Certificate of Change (the "Certificate") pursuant to Nevada Revised Statues
("NRS") Section 78.209 with the Secretary of State of the State of Nevada on or
about January 15, 2021. The Certificate is not effective until the Effective
Date. Under Nevada law, no amendment to the Company's Articles of Incorporation
is required in connection with the Reverse Stock Split. A copy of the
Certificate is attached hereto as Exhibit 3.1 and incorporated herein by
reference.



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No Stockholder Approval Required. Under Nevada law, because the Reverse Stock
Split was approved by the Board of Directors of the Company in accordance with
NRS Section 78.207, no stockholder approval is required. NRS Section 78.207
provides that the Company may effect the Reverse Stock Split without stockholder
approval if (x) both the number of authorized shares of Common Stock Split (y)
the Reverse Stock Split does not adversely affect any other class of stock of
the Company and (z) the Company does not pay money or issue scrip to
stockholders who would otherwise be entitled to receive a fractional share as a
result of the Reverse Stock Split. As described herein, the Company has complied
with these requirements.



Capitalization. The Company is currently authorized to issue 5,000,000,000
shares of Common Stock. As a result of the Reverse Stock Split, the Company will
be authorized to issue 29,411,765 shares of Common Stock. As of December 12,
2016
, there were 2,687,999,095 shares of Common Stock outstanding. As a result
of the Reverse Stock Split, there will be approximately 15,811,760 shares of
Common Stock outstanding (subject to adjustment due to the effect of rounding
fractional shares into whole shares). The Reverse Stock Split will not have any
effect on the stated par value of the Common Stock.



The Reverse Stock Split does not affect the Company's authorized preferred
stock. There are no outstanding shares of the Company's preferred stock.



After the Reverse Stock Split, the Company's authorized preferred Stock of
100,000,000 shares will remain unchanged.



Immediately after the Reverse Stock Split, each stockholder's percentage
ownership interest in the Company and proportional voting power will remain
virtually unchanged except for minor changes and adjustments that will result
from rounding fractional shares into whole shares. The rights and privileges of
the holders of shares of Common Stock will be substantially unaffected by the
Reverse Stock Split



All options, warrants, and convertible securities of the Company outstanding
immediately prior to the Reverse Stock Split will be appropriately adjusted by
dividing the number of shares of Common Stock into which the options, warrants
and convertible securities are exercisable or convertible by 170 and multiplying
the exercise or conversion price thereof by 170, as a result of the Reverse
Stock Split.



Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.



The information required by this Item 5.03 is set forth in Items 3.03 above,
which is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.



Exhibit No. Description

99.1 Press Release of ABCO Energy, Inc. dated November 23, 2020.








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