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): October 8, 2019 (September 18, 2019)

 

AMERICAN BATTERY METALS CORPORATION

(Exact name of Registrant as specified in its charter)

 

Nevada

 

000-55088

 

33-1227980

(State or other jurisdiction

of Incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification Number)

 

 

 

 

 

 

 

930 Tahoe Blvd., Suite 802-16

Incline Village, NV 89451

(Address of principal executive offices)

 

Tel: (775) 473-4744

 

 

 

 

(Registrant’s Telephone Number) 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(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 Company under any of the following provisions:

 

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

 

[   ] Soliciting material pursuant to Rule 14a-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))

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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). [   ]

 

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. [   ]

 

 

Item 3.02 Unregistered Sales of Equity Securities. 

 

Reference is made to the disclosure set forth under Item 5.03 above, which disclosure is incorporated herein by reference.

 

Item 3.03 Material Modification to Rights of Security Holders.

 

On September 18, 2019, American Battery Metals Corporation (the “Company”) filed a Certificate of Designation with the Secretary of State of the State of Nevada, which, among other things, established the designation, powers, rights, privileges, preferences and restrictions of the Series A Preferred Stock (the “Series A Designation”). In connection with the Series A Designation, the Company authorized 500,000 shares of its Series A Preferred Stock. Pursuant to the Series A Designation, the Series A Preferred Stock does not have conversion rights and is not entitled to receive dividends. The Series A Preferred Stock holders shall vote with the common stock as a single class, on a 1,000 to 1 basis, such that for every share of Series A Preferred Stock held, such shares shall entitle the holder to cast 1,000 votes. The holders of the Series A Preferred Stock shall have preference to the common stock and all other preferred stock upon liquidation. The Series A Preferred Stock is redeemable by the Company.

 

The foregoing description of the Series A Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Series A Designation, which is attached as Exhibit 3.1 to this Current Report and incorporated in this Item 3.03.

 

On October 1, 2019, the Company issued 100,000 restricted shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”) to each of its three directors: Douglas Cole, Douglas MacLellan, and William Hunter. The Board of Directors (the “Board”) of the Company believes that in order for the Company to be able to move quickly and efficiently for the best interests of the shareholders of the Company, the voting control of the Company needs to be issued to its current directors. The Series A Preferred Stock will receive relative rights and preferences under terms and conditions set forth in the Certificate of Designation of the Preferred Stock as discussed above.

 

All of the securities referenced above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act.

 

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

 

The information under Item 3.03 of this Current Report is incorporated in this Item 5.03 by reference.

 

On October 2, 2019 (“Record Date”), the Board of Directors (the “Board”) of the Company approved the following corporate action (the “Corporate Action”):

 

The increase in the number of authorized shares of common stock from five hundred million (500,000,000) shares of common stock to one billion two hundred million (1,200,000,000) shares of Common Stock (the "Authorized Common Stock Share Increase")

 

The Corporate Action was approved by stockholders holding 75.71% of the outstanding shares of the Company as of the Record Date in accordance with Section 78.320 of the Nevada Revised Statutes.

 

In accordance with Regulation 14C promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company will file a definitive Information Statement on Schedule 14C (the “Information Statement”) and will deliver a copy of the Information Statement to our stockholders as of the Record Date. The Authorized Common Stock Share Increase will not become effective until at least 20 calendar days after the first date of the delivery of the Information Statement.

 

After filing of the Information Statement, we intend to file a Certificate of Amendment with the Secretary of State of the State of Nevada with Amended Articles of Incorporation reflecting the Authorized Common Stock Share Increase to be effective at the expiration of the 20-calendar day period referenced above.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

Reference is made to the disclosure set forth under Item 5.03 above, which disclosure is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.

 

Description

3.1

 

Certificate of Designation of Series A Preferred Stock, dated September 18, 2019

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

AMERICAN BATTERY METALS CORPORATION

 

 

 

Date: October 8, 2019

 

 

 

 

/s/ Douglas Cole

 

 

Douglas Cole

 

 

Chief Executive Officer

 

 

AMERICAN BATTERY METALS CORPORATION

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

OF

SERIES A PREFERRED STOCK

(Pursuant to Section 78.1955 of the Nevada Revised Statutes)

 

1. Designation 

 

The number of authorized shares of Preferred Stock is 25,000,000. From that amount, 500,000 shares, $.001 par value per share, are hereby designated as “Series A Preferred Stock” (the “Series A Preferred Stock”) with such rights, preferences, privileges, and restrictions as set forth in this Certificate.

 

2. Voting Rights 

 

On all matters submitted to a vote of the shareholders of the Company, each share of Series A Preferred Stock will have 1,000 votes and holders (the “Holders”) of Series A Preferred Stock will vote with the holders of the Common Stock as one class.

 

3. Rank 

 

The Series A Preferred Stock shall rank senior to the common stock of the Company (the “Common Stock”) and to all other Preferred Stock of the Company.

 

4. Dividends 

 

The Holders of the Series A Preferred Stock will not participate with respect to any dividends that may be declared by the Board of Directors.

 

5. Redemption 

 

a.Upon the affirmative vote of the Board of Directors, the Company may redeem some or all of the outstanding Series A Preferred Stock in accordance with Section 5(b). 

 

b.The Company shall effect any redemption hereunder by paying in cash in exchange for each share of Series A Preferred Stock to be redeemed equal to the Series A Preferred Stock par value. Any Series A Preferred Stock not redeemed shall remain outstanding and entitled to all of the rights and preferences provided herein. 

 

c.The Company shall mail written notice of the redemption of Series A Preferred Stock to each record holder thereof not less than thirty days prior to each Redemption Date setting forth the Shares to be redeemed and the place which such holder may obtain payment of the redemption price upon surrender of its stock certificates.  

 

6. Ownership and Transfer.  

 

The outstanding shares of the Series A Preferred Stock may not be transferred, assigned, hypothecated or otherwise conveyed to any party without the affirmative vote of the Board of Directors.

 

7. Conversion Rights 

 

The Series A Preferred Stock shall not have any conversion rights into the Common Stock of the Company.

 

8. Liquidation Rights 

 

The Series A Preferred Stock is entitled to liquidation rights according to its rank (as set forth above) and at its par value.

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9. Miscellaneous 

 

a.Lost Certificates. If any Series A Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Company shall, subject to the Bylaws of the Company, upon the request and at the expense of the Holder, issue, in exchange and in substitution for and upon cancellation of the mutilated Series A Preferred Stock certificate, or in lieu of and substitution for the Series A Preferred Stock certificate lost, stolen or destroyed, a new Series A Preferred Stock certificate of like tenor and representing an equivalent amount of shares of the Series A Preferred Stock, but only upon receipt of evidence of such loss, theft or destruction of such Series A Preferred Stock certificate and indemnity, if requested, satisfactory to the Company. 

 

b.Notice. Any notice required by the provisions hereof to be given to the holders of shares of Series A Preferred Stock shall be deemed given when personally delivered to such holder or five business days after the same has been deposited in the United States mail, certified or registered mail, return receipt requested, postage prepaid, and addressed to each holder of record at his address appearing on the books of the Company. With respect to any notice to a Holder required to be provided hereunder, such notice shall be mailed to the registered address of such Holder, and neither failure to mail such notice, nor any defect therein or in the mailing thereof, to any particular Holder shall affect the sufficiency of the notice or the validity of the proceedings referred to in such notice with respect to the other Holders or affect the legality or validity of any redemption, conversion, distribution, rights, warrant, reclassification, consolidation, merger, conveyance, transfer, dissolution, liquidation, winding-up or other action, or the vote upon any action with respect to which the Holders are entitled to vote. All notice periods referred to herein shall commence on the date of the mailing of the applicable notice. Any notice which was mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Holder receives the notice. 

 

c.Stock Splits. Any of the dollar amounts and share numbers set forth herein shall be subject to adjustment, as appropriate, whenever there shall occur a stock split, stock dividend, combination, reclassification or other similar event involving shares of the Series A Preferred Stock or the Common Stock. Such adjustments shall be made in such manner and at such time as the Board of Directors in good faith determines to be equitable in the circumstances, any such determination to be evidenced in a resolution duly adopted by the Board of Directors. Upon any such equitable adjustment, the Company shall promptly deliver to each Holder a notice describing in reasonable detail the event requiring the adjustment and the method of calculation thereof and specifying the increased or decreased liquidation rights following such adjustment. 

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