Form 8-K - Current report

 

 

 

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): September 10, 2024 (September 9, 2024)

 

COMMISSION FILE NO. 333-228161

 

EvoAir Holdings Inc.

 

(Exact name of registrant as specified in Charter)

 

Nevada		98-1353613		8713
(State or other jurisdiction of incorporation or organization)		IRS Employer Identification Number		Primary Standard Industrial Classification Code Number

 

EvoAir Holdings Inc.

31-A2, Jalan 5/32A

6 ½ Miles off Jalan Kepong

52000 Kuala Lumpur, Malaysia

(Address of Principal Executive Offices)

 

[phone]

(Registrant’s telephone number)

 

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(b) under the Exchange Act (17 CFR 240.14a-12(b))
☐	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))

 

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. ☒

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001		EVOH		OTC Markets – Pink Sheet

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

Reverse Stock Split

 

On April 12, 2024, the Company’s board of directors (the “Board”) unanimously resolved to effect a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-4. Following such resolution, on September 9, 2024, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada to effect the reverse stock split, with an effective time of 9:00AM. Eastern Time on September 11, 2024 (the “Reverse Stock Split”).

 

Split Adjustment; Treatment of Fractional Shares

 

As a result of the 1:4 Reverse Stock Split, each 4 pre-split shares of Common Stock outstanding will automatically combine into one new share of Common Stock without any action on the part of the holders, and the number of outstanding shares of Common Stock will be reduced from 102,742,362 shares to 25,685,591 shares (subject to rounding up of fractional shares to the nearest whole number).

 

No fractional shares will be issued in connection with the Reverse Stock Split. Fractional shares will be rounded up to the nearest whole number

 

New CUSIP

 

The new CUSIP number for the Common Stock following the Reverse Stock Split is 904525201.

 

Certificate of Amendment

 

The description of the Certificate of Amendment set forth above does not purport to be complete and is qualified in its entirety by the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number		Description
3.1		Certificate of Amendment, filed with the Secretary of State of Nevada on September 9, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

 

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.

 

	EvoAir Holdings Inc.
Date: September 10, 2024	By:	/s/ Low Wai Koon
		Low Wai Koon
		Chairman, President and Chief Executive Officer
		(Principal Executive Officer)

 

3

 

 

Exhibit 3.1

 

 

 

 

 

 

Cover	Sep. 10, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 10, 2024
Current Fiscal Year End Date	--08-31
Entity File Number	333-228161
Entity Registrant Name	EvoAir Holdings Inc.
Entity Central Index Key	0001700844
Entity Tax Identification Number	98-1353613
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	31-A2, Jalan 5/32A
Entity Address, Address Line Two	6 ½ Miles
Entity Address, Address Line Three	off Jalan
Entity Address, City or Town	Kepong
Entity Address, Country	MY
Entity Address, Postal Zip Code	52000
City Area Code	+603
Local Phone Number	6243 3379
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001
Trading Symbol	EVOH
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true

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