Form 8-K - Current report

 

 

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): July 18, 2024

 

 

 

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	NONE

 

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 July 18, 2024, the Board of Directors approved by resolution, and a majority of the shareholders eligible to vote approved by written consent, an amendment to Section 4 of the Corporation’s Certificate of Incorporation. This amendment increases the total number of authorized shares to three billion, one million, and one share. The details are as follows:

 

Fourth: The aggregate number of shares that the Corporation is authorized to issue is Three Billion, One Million, and One (3,001,000,001), which includes:

 

•        Common Stock: Three Billion (3,000,000,000) shares with a par value of $0.00001 per share.

 

•       Series “A” Preferred Shares: One Million (1,000,000) shares with a par value of $0.00001 per share; and

 

•       Series “B” Preferred Shares: One (1) share with a par value of $0.00001 per share.

 

The Certificate of Amendment is being processed by the Delaware Secretary of State and will be effective upon completion of the filing.

 

Section 9 – Financial Statement and Exhibits

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.		Document		Location
3.1		Certificate of Amendment		Filed Herewith
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

 

 

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 July 24, 2024

 

ELECTROMEDICAL TECHNOLOGIES, INC.

 

By: /s/ Matthew Wolfson

Matthew Wolfson

Chief Executive Officer

(Principal Executive Officer)

 

 

 

Exhibit 3.1

STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is_________________________________________ _______________________________________________________________________. 2. The Certificate of Incorporation of the corporation is hereby amended by changing the Article thereof numbered _______________________________ so that, as amended, said Article shall be and read as follows: ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ ________________________________________________________________________ 3. That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. By:____________________________________ Authorized Officer Name:____________________________________ Print or Type Electromedical Technologies, Inc. Fourth Fourth. The aggregate number of shares that the Corporation shall have the authority to issue is Three Billion, One Million, and One (3,001,000,001), including Three Billion (3,000,000,000) shares of capital stock designated as “Common Stock,” with a par value of $0.00001 per share, One Million (1,000,000) shares designated as “Series ‘A’ Preferred Shares,” par value $0.00001 per share, and One (1) share designated as “Series ‘B’ Preferred Shares, par value $0.00001 per share. Matthew Wolfson, President Docusign Envelope ID: FAF8ED16-AB80-4761-8B53-DF779B95A65B 7/22/2024

Cover	Jul. 18, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 18, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-56192
Entity Registrant Name	ELECTROMEDICAL TECHNOLOGIES, INC.
Entity Central Index Key	0001715819
Entity Tax Identification Number	82-2619815
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	16561 N. 92nd Street
Entity Address, Address Line Two	Ste. 101
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85260
City Area Code	888
Local Phone Number	880-7888
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	COMMON
Trading Symbol	EMED
Security Exchange Name	NONE
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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