Item 3.03 Material Modification to Rights of Security Holders
The Board of Directors of
On
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
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 Transfer18 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
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No Stockholder Approval Required. Under
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
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 ofABCO Energy, Inc. datedNovember 23, 2020 .
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