SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15[d] of the Securities Exchange Act of 1934
August 18, 2017
Date of Report
(Exact name of Registrant as specified in its Charter)
|(State or Other Jurisdiction||(Commission||(I.R.S. Employer|
|of Incorporation)||File Number)||Identification No.)|
420 Royal Palm Way, #100
Palm beach, FL 33480
(Address of Principal Executive Offices)
(Registrant’s Telephone Number, including area code)
Q2Power Technologies, Inc.
(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 (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 14-a-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))|
|Item 5.03||Amendments to Articles of Incorporation|
On August 18, 2017, Q2Power Technologies Inc. (the “Company”) filed an amendment to its Certificate of Incorporation to change the Company’s name to Q2Earth, Inc . The amendment was unanimously approved by the Company’s Board of Directors. Under Section 242 of the General Corporation Law of the State of Delaware, amendments to a company’s charter solely to change its name are allowable without shareholder vote.
On August 21, 2017, the Company filed its notification with FINRA for the name change, with a requested effective date of September 1, 2017. Management at this time does not intend on changing the Company’s trading symbol (QPWR), and does not anticipate needing a new CUSIP for its common stock.
Item 9.01 Financial Statements and Exhibits.
|3.01||Certificate of Amendment to Amended and Restated Certificate of Incorporation of Q2Power Technologies Inc., dated August 18, 2017.|
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: August 23, 2017||By:||/s/ Christopher Nelson|
|President and General Counsel|
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
Q2POWER TECHNOLOGIES, INC.
Q2Power Technologies, Inc. , a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies as follows:
FIRST : That at a meeting of the Board of Directors of the Company resolutions were duly adopted setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation of the Company, declaring said amendment to be advisable. The resolution setting forth the proposed amendment is as follows:
RESOLVED , that the Certificate of Incorporation of this corporation be amended by changing the Article I so that, as amended, said Article shall be and read as follows:
ARTICLE I: NAME OF CORPORATION
The name of the corporation is Q2Earth, Inc. (the “Corporation”).
SECOND : That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
THIRD : that the name change shall be effective upon filing of the Certificate of Amendment with the Delaware Secretary of State or such later date as FINRA shall specify.
IN WITNESS WHEREOF , said corporation has caused this certificate to be signed this 18 th day of August, 2017.
|By:||/s/ Kevin M. Bolin|
|Kevin M. Bolin, Chairman & Chief Executive Officer|