Item 3.03 Material Modification to Rights of Security Holders.
On
On
Reason for the Reverse Stock Split.
The Reverse Stock Split is being effected in accordance with the Company's obligation to effect a reverse stock split of the Common Stock to increase the market price of the Company's to make the common stock more attractive to a broader range of institutional and other investors.
Effects of the Reverse Stock Split.
As a result of the Reverse Split becoming effective on
Effective Date; Symbol; CUSIP Number. The Reverse Stock Split became effective
with
Split Adjustment; No Fractional Shares. On the Effective Date, the total number of shares of the Company's Common Stock held by each stockholder will be converted automatically into the number of whole shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 171.
No fractional shares will be issued, and no cash or other consideration will be paid. Instead, the Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.
Non-Certificated Shares; Certificated Shares. Stockholders who are holding their shares in electronic form at brokerage firms do not have to take any action as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.
Stockholders holding paper certificates may (but are not required to) send the certificates to the Company's transfer agent at the address given below. The transfer agent will issue a new share certificate reflecting the terms of the Reverse Stock Split to each requesting stockholder.
VStock Transfer18 Lafayette Place Woodmere, New York 11598 Phone: (212) 828-8436 Facsimile: (646) 536-3179
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No Stockholder Approval Required.
Under
Capitalization. As a result of the Reverse Stock Split, the Company is
currently authorized to issue 29,411,765 shares of Common Stock as a result of
the filing of the Certificate of Change with
The Reverse Stock Split does not affect the Company's authorized preferred stock. There are 100,000,000 authorized shares of the Company's preferred stock. After the Reverse Stock Split, the Company's issued preferred stock outstanding of 30,000,000 remained unchanged.
Immediately after the Reverse Stock Split, each stockholder's percentage ownership interest in the Company and proportional voting power will remain virtually unchanged except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse Stock Split
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information required by this Item 5.03 is set forth in Items 3.03 above, which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release ofABCO Energy, Inc. datedJanuary 7, 2021 .
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