Current Report Filing (8-k)
01 Juli 2022 - 10:33PM
Edgar (US Regulatory)
0001066764
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0001066764
2022-06-27
2022-06-27
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iso4217:USD
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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 event reported): June 27, 2022
BITECH
TECHNOLOGIES CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware |
|
000-27407 |
|
98-0187705 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(Commission
File No.) |
|
(IRS Employee
Identification No.) |
600
Anton Boulevard, Suite 1100
Costa
Mesa, CA 92626
(Address
of principal executive offices)
(Registrant’s
telephone number, including area code: (855) 777-0888
Not
applicable.
(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 (see General Instruction A.2. below):
☐ |
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
Symbol(s) |
|
Name
of each exchange on which registered |
None. |
|
|
|
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
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 2.01 Completion of Acquisition or
Disposition of Assets.
On
June 30, 2022 (the “Effective Date”), Bitech Technologies Corporation (the “Company”) completed
the sale of all of the assets of its wholly owned subsidiary Quad Video Halo, Inc. (“Quad Video”) pursuant to the
terms of an Asset Purchase Agreement entered into among Quad Video, Quad Video Holdings Corporation (“Quad Holdings”) and
Peter Dalrymple, a former officer, director and substantial shareholder of the Company (“Dalrymple,” together with Quad Holdings,
collectively, the “Buyers”) dated as of the Effective Date (the “Quad Video APA”). Pursuant to the terms of the
Quad Video APA, Quad Video sold all of its assets which included its accounts receivables, fixed assets, intangible assets and all customer
lists associated with Quad Video’s business (the “Quad Video Assets”).
Under
the terms of the Quad Video APA, the Buyers cancelled a promissory note with an approximate principal balance of $8,789 plus accrued
interest as of the Effective Date and a security agreement securing payment of that note pursuant to a Secured Promissory Note and Security
Agreement Cancellation Agreement and assumed all liabilities related the Quad Video’s operations and the Quad Video Assets and
terminated the Management Services Agreement entered into among the Company, Quad Video and Dalrymple dated March 31, 2022 pursuant to
a Management Services Termination Agreement.
In
addition, on the Effective Date, the Company completed the sale of certain accounts receivables
related to its spine pain management business pursuant to the terms of an Asset Purchase Agreement entered into among the Company,
SPIN Collections LLC, a company owned or controlled by Dalrymple and Dalrymple (the “SPIN Accounts Receivable APA”). The
consideration received by the Company in connection with the SPIN Accounts Receivable APA was nominal and immaterial,
The
foregoing description of the terms of the Quad Video APA, the SPIN Accounts Receivable APA, the Secured Promissory Note and Security
Agreement Cancellation Agreement and the Management Services Termination Agreement does not purport to be complete and is qualified in
its entirety by reference to the Quad Video APA and the SPIN Accounts Receivable APA, copies of which are filed as Exhibits 10.1, 10.2,
10.3 and 10.4 to this Current Report on Form 8-K.
Item
3.02 Unregistered Sales of Equity Securities
Effective
as of June 27, 2022, Bitech Technologies Corporation (the “Company”) issued an aggregate of 485,781,168 shares (the “Conversion
Shares”) of its Common Stock, par value $0.001 per share (“Common Stock”) upon the conversion of 9,000,000 shares of
its Series A Convertible Preferred Stock, $0.001 par value per share (the “Series A Preferred”). The shares of the Series
A Preferred were issued to the former shareholders of Bitech Mining Corporation (“Bitech Mining”) on March 31, 2022 in exchange
for their shares in Bitech Mining representing 100% of the issued and outstanding shares of Bitech Mining. The Series A Preferred automatically
converted into Common Stock upon the Company’s filing of a Certificate of Amendment to its Certificate of Incorporation, as amended
on June 27, 2022 as discussed in Item 5.03 of this Current Report on Form 8-K. Upon issuance of the Conversion Shares, the total number
of issued and outstand shares of Common Stock was 506,022,050.
The
Conversion Shares were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933,
as amended (the “Securities Act”).
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
June 27, 2022, the Company filed a Certificate of Amendment to its Certificate of Incorporation, as amended (the “Certificate of
Amendment”) with the Secretary of State of the State of Delaware to increase the number of authorized shares of Common Stock from
250,000,000 to 1,000,000,000 (the “Authorized Share Increase”).
The
Certificate of Amendment was approved on May 9, 2022 by the Company’s board of directors and stockholders holding more than a majority
of the voting power of the Company’s issued and outstanding capital stock in accordance with the relevant sections of the Delaware
General Corporation Law. On May 24, 2022, the Company sent a Notice of Stockholder Action by Written Consent to its stockholders of record
as of the close of business on May 9, 2022.
Item
9.01 Financial Statements and Exhibits.
(d) |
The
following exhibits are filed with this Current Report: |
Exhibit
No. |
|
Description |
3.1 |
|
Certificate of Amendment to Certificate of Incorporation, as amended, dated June 27, 2022. |
|
|
|
10.1 |
|
Asset Purchase Agreement entered into among Quad Video Halo, Inc., Quad Video Holdings Corporation and Peter Dalrymple dated June 30, 2022. |
|
|
|
10.2* |
|
Asset Purchase Agreement entered into among Bitech Technologies Corporation, SPIN Collections LLC and Peter Dalrymple dated June 30, 2022. |
|
|
|
10.3 |
|
Secured Promissory Note and Security Agreement Cancellation Agreement entered into among Bitech Technologies Corporation, Quad Video Halo, Inc., Quad Video Holdings Corporation and Peter Dalrymple dated June 30, 2022. |
|
|
|
10.4 |
|
Management Services Termination Agreement entered into among Bitech Technologies Corporation, Quad Video Halo, Inc. and Peter Dalrymple dated June 30, 2022. |
|
|
|
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
* |
Certain
confidential information has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively
harmful if publicly disclosed. |
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.
|
BITECH
TECHNOLOGIES CORPORATION |
|
|
Dated:
July 1, 2022 |
By: |
/s/
Benjamin Tran |
|
|
Benjamin
Tran |
|
|
Chief
Executive Officer |
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