Current Report Filing (8-k)
21 März 2022 - 11:02AM
Edgar (US Regulatory)
0001715819
false
--12-31
0001715819
2022-03-14
2022-03-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): March 14, 2022
ELECTROMEDICAL TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified
in its Charter)
Delaware |
Commission File Number |
82-2619815 |
|
|
|
(State or other jurisdiction of
incorporation or organization) |
000-56192 |
(I.R.S. Employer
Identification Number) |
16561 N. 92nd Street, Ste. 101
Scottsdale, AZ 85260
(Address of Principal Executive Offices
and Zip Code)
888-880-7888
(Issuer's telephone number)
(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 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
Trading
Symbols |
Name
of Exchange on Which Registered |
COMMON |
EMED |
|
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On March 14, 2022, the board of directors, acting
pursuant to Article V of the Company’s Certificate of Incorporation, amended Section 2.6 of the Company’s By-Laws to be consistent
with TITLE 8, Ch. 1 of the Delaware General Corporation Law, § 216, establishing one-third of the shares entitled to vote at any
meeting of the stockholders to constitute a quorum.
On March 14, 2022, the board of directors approved
a resolution to amend the Company’s Certificate of Incorporation to: (1) increase the Company’s authorized shares to five
hundred and one million and one shares of capital stock, including: five hundred million shares designated as “Common Stock,”
with a par value of $0.00001 per share; one million shares designated as “Series A Preferred Shares,” par value $0.00001 per
share; and one share designated as “Series B Preferred Shares,” par value $0.00001 per share. Concurrently a special meeting
of the stockholders was called by the board of directors, where shareholders holding a majority of the votes eligible to be cast approved
the proposed amendments to the Company’s Certificate of Incorporation. The amendments were filed with the Delaware Secretary of
State and recorded on March 14, 2022.
Section 9 – Financial Statement and Exhibits
Item 9.01 Financial Statements and Exhibits
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.
Dated March 18, 2022
ELECTROMEDICAL
TECHNOLOGIES, INC. |
|
|
|
By: |
/s/
Matthew Wolfson |
|
Matthew
Wolfson |
|
Chief
Executive Officer |
|
(Principal
Executive Officer) |
|
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