Current Report Filing (8-k)
29 5월 2021 - 5:25AM
Edgar (US Regulatory)
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):
May 24, 2021
C2E ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Florida
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333-106299
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65-1139235
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1185 Avenue of the Americas 3rd Floor
New York, NY 10036
(Address of principal executive offices) (Zip code)
(646) 768 -8417
(Registrant’s telephone number, including
area code)
N/A
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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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. ☐
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Item 1.01.
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Entry into a Material Definitive Agreement
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On May 24, 2021 (the “Effective Date”), the C2E Energy,
Inc. (the “Company”) entered into a debt exchange agreement (the “Debt Exchange Agreement”) with Custodian Ventures,
LLC a Wyoming limited liability company (“Custodian”).
As previously disclosed in the Company’s Current Report on Form
8-K filed with the SEC on February 16, 2021, on February 10, 2021, as a result of a custodianship in Palm Beach, Florida Nevada, Case
Number 502020CA013695XXXXMB AB, Custodian Ventures LLC was appointed custodian of the Company. In the course of performing
its duties as the custodian of the Company, Custodian had incurred expenses on behalf of the Company in the amount of $29,541 as of May
24, 2021. Pursuant to the Debt Exchange Agreement, the Company agreed to issue Custodian 10,000,000 shares of Series A Convertible Preferred
Stock, par value $0.0001 per share, of the Company (the “Series A Stock”) in lieu of a cash reimbursement of the $29,541 owed
to Custodian.
On the Effective Date, the Company issued the 10,000,000 shares of
Series A Stock to Custodian, and in exchange, Custodian forgave the $29,541 owed to it, and agreed that such amount was deemed to have
been paid in full.
The Debt Exchange Agreement and the transactions contemplated therein
were subject to certain customary terms and conditions, and as inducement to enter to the Debt Exchange Agreement, each party made certain
customary representations and warranties to the other party related to certain factual matters applicable to each party.
The foregoing description of the Debt Exchange
Agreement is subject to, and qualified in its entirety by the Debt Exchange Agreement attached as Exhibit 10.1 to this Current Report
on Form 8-K, which is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
As previously disclosed in the Company’s Current Report on Form
8-K filed with the SEC on February 16, 2021, on February 10, 2021, as a result of a custodianship in Palm Beach, Florida Nevada, Case
Number 502020CA013695XXXXMB AB, Custodian was appointed custodian of the Company. On April 21, 2021, the Custodian was discharged
as custodian of the Company pursuant to an Order Accepting Custodian’s Report, Discharging Custodian, Approving Reimbursement of
Plaintiff’s Expenses and Dismissing Case, dated as of April 21, 2022.
On May 24, 2021, as a result of the closing of the Debt Exchange Agreement,
Custodian received 10,000,000 shares of Series A Stock, which provided Custodian with majority voting control of the Company.
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On May 21, 2021, the Company filed Articles of
Amendment to its Articles of Incorporation with the Florida Department of State to designate 10,000,000 shares of the Company’s
20,000,000 shares of authorized Preferred Stock, par value $0.0001, as Series A Stock. On May 24, 2021, the Company received notice from
the Florida Secretary of State of the acceptance of the Articles of Amendment by the Florida Department of State.
Each share of Series A Stock is convertible at
the option of the holder into the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at the rate
of 400 shares of Common Stock per share of Series A Stock, which rate will not be adjusted if the Company undergoes any stock split, stock
dividend, stock combination, recapitalization or other similar transaction that results in the outstanding number of shares of Common
Stock of the Company increasing or decreasing. Holders of the Series A Stock have the right at any time following the date of the effectiveness
of an amendment of the Articles of Incorporation of the Company to:
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increase the number of authorized shares of Common Stock of the Company;
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complete a reverse split of the Common Stock; or
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take any other action or actions, whether pursuant to an amendment of the Company’s Articles of
Incorporation or otherwise to ensure that a sufficient number of authorized but unissued shares of Common Stock is available to permit
the conversion of all of the shares of Series A Stock into Common Stock.
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A share of Series A Stock may be converted solely
in full, and no fractional conversion of a share of Series A Stock may be completed. If, at any time when the Series A Stock is issued
and outstanding, the Company’s Common Stock is exchanged with another company’s securities, or converted into another class
of securities of the Company or any successor entity to the Company, whether by way of merger, reorganization, re-incorporation or otherwise,
the Series A Stock will be convertible into those exchanged or converted securities on the same terms as if the Series A Stock was converting
into Common Stock of the Company.
The holders of Series A Stock vote together with
the holders of Common Stock, and each share of Series A Stock has a voting power equal to its number of conversion shares (i.e. 400 shares
of Common Stock per share of Series A Stock).
The Series A Stock is entitled to participate
in any dividends, distributions or payments to the holders of the Common Stock on an as-converted basis (i.e., assuming such conversion
but without such conversion being required in order for such participation to occur) The Series A Stock does not have any liquidation
preferences but otherwise participates in any distributions to the holders of the Common Stock on the same basis as such Common Stockholders.
Shares of Series A Stock may be redeemed by the Company only with the prior written consent of the Series A Holder holding the applicable
shares of Series A Stock.
The Company may not amend or repeal any provisions
of the Articles of Amendment for the Series A Stock, the Articles or the Bylaws of the Company which would adversely affect the rights
or obligations of the Series A Holders with respect to the Series A Stock without the prior written consent of Series A Holders holding
a majority of the Series A Stock then issued and outstanding.
The foregoing description of the Articles of Amendment
is subject to, and qualified in its entirety by the Form of Articles of Amendment attached as Exhibit 3.1 to this Current Report on Form
8-K, which is incorporated herein by reference.
Item 9.01 Financial
Statement and Exhibits.
(d) Exhibits
The following exhibits
are filed or furnished with this Current Report on Form 8-K:
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 thereunto
duly authorized.
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Date: May 28, 2021
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C2E ENERGY, INC.
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By:
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/s/ David Lazar
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David Lazar
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Chief Executive Officer and Chief Financial Officer
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C2E Energy (CE) (USOTC:OOGI)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025
C2E Energy (CE) (USOTC:OOGI)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025
C2E Energy Inc (CE) (OTC 시장)의 실시간 뉴스: 최근 기사 0
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