|Delayed - 01/15 02:24:42 pm|
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
"Company") has approved a reverse stock split of the Company's common stock, par
"Reverse Stock Split").
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
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Reverse Stock Split becomes effective
at the open of business on
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
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.
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
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
No Stockholder Approval Required. Under
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
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
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
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.
Exhibit No. Description
99.1 Press Release of
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