Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On June 17, 2021, CFN Enterprises Inc. (the "Company") commenced a written
consent solicitation from its stockholders to approve an amendment to the
Company's Certificate of Incorporation, as amended, to effect a reverse split of
the Company's common stock, par value $0.001 per share (the "Common Stock"), in
the range from 1-for-2 to 1-for-50, with the exact ratio to be determined in the
sole discretion of the Company's Board of Directors (the "Board") no later than
one year after approval (the "Amendment"). As of July 15, 2021, the Company's
stockholders had approved the Amendment and the Company ended the written
consent solicitation.
On December 2, 2021, following the decision of the Company's Board of Directors
to effect a reverse split in the ratio of 1-for-15, the Company filed a
Certificate of Amendment to its Certificate of Incorporation with the Secretary
of State of the State of Delaware pursuant to which Article Fourth of the
Company's Certificate of Incorporation was amended to effect a reverse split
such that every issued and outstanding share of Common Stock (the "Old Common
Stock") immediately prior to the effective time of 5:00 p.m. Eastern time on
December 6, 2021 (the "Reverse Stock Effective Time") will be automatically
reclassified and converted into one-fifteenth of a share of Common Stock (the
"New Common Stock") (the "Reverse Stock Split").
No cash will be paid or distributed as a result of the Reverse Stock Split, and
no fractional shares will be issued. All fractional shares which would otherwise
be required to be issued as a result of the Reverse Stock Split will be rounded
up to a whole share. Any stock certificate that, immediately prior to the
Reverse Stock Split Effective Time, represented shares of the Old Common Stock,
shall from and after the Reverse Stock Effective Time, automatically and without
the necessity of presenting the same for exchange, represent that number of
whole shares of New Common Stock into which such shares of Old Common Stock
shall have been reclassified pursuant to the Reverse Stock Split. Outstanding
convertible securities of the Company will be adjusted in accordance with their
terms to reflect the Reverse Stock Split.
The New Common Stock will be quoted on the OTCQB commencing on December 7, 2021
and will continue to be quoted under the symbol CNFN. A new CUSIP number (12529C
209) has been issued for the New Common Stock. No change in the Company's
500,000,000 authorized shares of Common Stock or the $0.001 per share par value
of the Common Stock has occurred as a result of the Reverse Stock Split.
The foregoing description of the Certificate of Amendment does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Certificate of Amendment, a copy of which is filed as Exhibit 3.1 hereto and
incorporated by reference herein.
Item 9.01. Financial statements and Exhibits
(d) Exhibits.
Exhibit
Number Description
3.1 Certificate of Amendment to Certificate of Incorporation, dated
December 2, 2021.
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