Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information regarding the
Reverse Split (as defined below) contained in Item 5.03 of this Current Report
on Form 8-K is incorporated by reference herein.
Item5.03.
Other Events.
On August 12, 2020, Sollensys Corp. (the "Company") filed with the Secretary of
State of Nevada a Certificate of Change to its Articles of Incorporation (the
"Amendment") to effect a 1-for-12 reverse stock split (the "Reverse Split") of
the Company's issued and outstandingcommon stock, par value $0.001 per share
("Common Stock"). Pursuant to the Amendment, effective as of September 18, 2020,
every twelve (12) 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. The Reverse Split will also not be effective until the Financial
Industry Regulatory Authority (FINRA) completes its review of the Reverse Split.
No fractional shares of Common Stock will be issued in connection with the
Reverse Split. If, as a result of the 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.
Globex Transfer, LLC, the Company's transfer agent, is acting as the exchange
agent for the Reverse Split and will provide instructions to shareholders of
record regarding the process for exchanging shares.
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 3.1 and is
incorporated by reference into this Item 5.03.
Item5.07.
Submission of Matters to a Vote of Security Holders.
On August 12, 2020, a certain stockholder, holding 19,000,000 shares of Series A
Preferred Stock of the Company, representing 65.4% of the voting power of the
Company, acting by written consent, approved the Reverse Split and the
Amendment.
Our Board retains the authority to abandon the Reverse Split for any reason at
any time prior to the effective date of the Reverse Split.
Item9.01
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