Item 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information regarding the
amendments to the Articles of Incorporation and the Company's Series A Preferred
Stock as contained in Item 5.03 of this Current Report on Form 8-K is
incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Conversion of Series A Stock and Withdrawal of Designation for Series A Stock
On October 13, 2020, Eagle Lake Laboratories, Inc. ("Eagle Lake"), the owner of
100% of the issued and outstanding shares of Series A Preferred Stock ("Series A
Stock") ofSollensys Corp. (the "Company") converted its 19,000,000 shares of
Series A Stock into shares of the Company's common stock, par value $0.001 per
share ("Common Stock"), resulting in the issuance to Eagle Lake of
11,400,000,000 shares of Common Stock and resulting in Eagle Lake now holding
approximately 95.8% of the Company's issued and outstanding Common Stock.
On October 14, 2020, following the conversion of the Series A Stock by Eagle
Lake, as there were no additional shares of Series A Stock outstanding, the
Company filed a Certificate of Withdrawal with the Secretary of State of the
State of Nevada to withdraw the designation of the Series A Stock. The
25,000,000 shares of preferred stock that had been designated as the Series A
Stock are now returned to authorized but undesignated shares of preferred stock
of the Company. The withdrawal of the Series A Stock designation did not require
the approval of the shareholders of the Company.
The foregoing description of the Certificate of Withdrawal is qualified in its
entirety by reference to the complete terms and conditions of the Certificate of
Withdrawal, a copy of which is attached to this Current Report on Form 8-K as
Exhibit 3.1 and is incorporated by reference into this Item 5.03.
New Reverse Split and Reduction of Authorized Shares
On October 14, 2020, the Company filed with the Secretary of State of Nevada a
Certificate of Amendment to its Articles of Incorporation (the "Amendment") to
effect a 1-for-120 reverse stock split (the "New Reverse Split") of the
Company's issued and outstanding common stock, par value $0.001 per share
("Common Stock"). Pursuant to the Amendment, effective as of October 30, 2020,
every one hundred and twenty (120) shares of the issued and outstanding Common
Stock will be converted into one share of Common Stock, without any change in
the par value per share. No fractional shares of Common Stock will be issued in
connection with the New Reverse Split. If, as a result of the New Reverse Split,
a shareholder would otherwise hold a fractional share, the shareholder will
receive, in lieu of the issuance of such fractional share, one whole share of
Common Stock.
In connection with the New Reverse Split, the Amendment also reduces the number
of authorized shares of Common Stock from 12,000,000,000 shares to 300,000,000
shares following the New Reverse Split, with no change in the par value thereof
(the "Reduction in Authorized Shares" and, together with the New Reverse Split,
the "Corporate Actions").
The Corporate Actions will not be effective until the Financial Industry
Regulatory Authority ("FINRA") completes its review and approval of the New
Reverse Split. The Reduction is Authorized Shares is not required to be approved
by FINRA, but will not be completed if the New Reverse Split is not approved by
FINRA.
Globex Transfer, LLC, the Company's transfer agent, is acting as the exchange
agent for the New Reverse Split and will provide instructions to shareholders of
record regarding the process for exchanging shares.
Assuming that the New Reverse Split is approved and becomes effective, Eagle
Lake, the Company's majority shareholder, shall continue to hold 95.8% of the
issued and outstanding shares of Common Stock, which is the same percentage as
Eagle Lake would have held had the prior Reverse Split, as described in the
Company's Form 8-Ks as filed on August 12, 2020 and October 13, 2020, been
completed and Eagle Lake had converted its Series A Preferred Stock to Common
Stock after that time.
The foregoing description of the Amendment is qualified in its entirety by
reference to the complete terms and conditions of the Amendment, a copy of which
is attached to this Current Report on Form 8-K as Exhibit 3.2 and is
incorporated by reference into this Item 5.03.
Item 5.07. Submission of Matters to a Vote of Security Holders
On October 14, 2020, Eagle Lake, holding 11,400,000,000 shares of Common Stock,
representing 95.8% of the voting power of the Company, acting by written
consent, approved the Corporate Actions and the Amendment.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Certificate of Withdrawal for Series A Preferred Stock Designation
Filed October 14, 2020
3.2 Certificate of Amendment of the Company filed with the Secretary of
State of Nevada on October 14, 2020© Edgar Online, source Glimpses
SOLLENSYS CORP. 
