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): July 6, 2022
GREEN GIANT INC.
(Exact Name of Registrant as Specified in Charter)
| Florida | 001-34864 | 33-0961490 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
6 Xinghan Road, 19th Floor Hanzhong City Shaanxi Province, 723000 |
| (Address of Principal Executive Offices and Zip Code) |
Registrant’s telephone number, including area code: (86) 091-62622612
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.001 par value | GGE | The NASDAQ Capital Market |
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| ¨ | 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 240.13d-4(c)) |
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). Emerging growth company ¨
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 5.03 Amendments to Articles of Incorporation or Bylaws.
Pursuant to proposal four of Green Giant Inc.’s (the “Company”) Definitive Proxy Statement, and as approved by its shareholders on June 24, 2022, the Registrant filed an Articles of Amendment to its Articles of Incorporation (the “Articles of Amendment”) on July 6, 2022 to increase the number of authorized shares of common stock of the Company from 50,000,000 shares to 200,000,000 shares. On July 7, 2022 the Articles of Amendment was processed and accepted by the Florida Secretary of State.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Articles of Amendment to the Articles of Incorporation of the Company |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: July 11, 2022 | Green Giant Inc. | |
| By: | /s/ Neng Chen | |
| Name: Neng Chen | ||
| Title: Chief Executive Officer and Chairman | ||
Exhibit 3.1
CERTIFICATE ACCOMPANYING
THE ARTICLES OF AMENDMENT TO
THE ARTICLES OF INCORPORATION
OF
GREEN GIANT INC.
Pursuant to Section 607.1006 of the Business Corporation Act of the State of Florida, the undersigned corporation hereby submits the attached Articles of Amendment to the Articles of Incorporation. The Articles of Amendment supersedes the Articles of Amendment filed in the office of the Secretary of the State of Florida on March 10, 2022 and all amendments thereto:
1. The current name of the Corporation is Green Giant Inc. (the “Corporation”).
2. Article IV of the Corporation’s Articles of Incorporation is hereby amended and restated in its entirety to read as follows:
“This Corporation is authorized to issue two classes of shares of stock to be designated as “Common Stock” and “Preferred Stock.” The total number of shares of Common Stock which this Corporation is authorized to issue is 200,000,000 shares, par value $0.001. The total number of shares of Preferred Stock which this Corporation is authorized to issue is 5,000,000 shares, par value $0.001.
The shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the "Board of Directors") is expressly authorized to provide for the issue of all or any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such shares (a "Preferred Stock Designation") and as may be permitted by the laws of the State of Florida. The Board of Directors is also expressly authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.”
4. The amendment was unanimously approved by the Board of Directors of the Corporation on May 26, 2022 and by the shareholders of the Corporation on June 24, 2022 in accordance with the Florida Business Corporation Act.
5. The Articles of Amendment to the Articles of Incorporation will be effective upon filing.
DATED as of July 6, 2022.
| GREEN GIANT INC | ||
|
By: |
/s/ Neng Chen | |
| Name: | Neng Chen | |
| Title: | CEO |
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
GREEN GIANT INC.
a Florida corporation
ARTICLE IV
SHARES
This Corporation is authorized to issue two classes of shares of stock to be designated as “Common Stock” and “Preferred Stock.” The total number of shares of Common Stock which this Corporation is authorized to issue is 200,000,000 shares, par value $0.001. The total number of shares of Preferred Stock which this Corporation is authorized to issue is 5,000,000 shares, par value $0.001.
The shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the "Board of Directors") is expressly authorized to provide for the issue of all or any of the shares of the Preferred Stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designations, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such shares (a "Preferred Stock Designation") and as may be permitted by the laws of the State of Florida. The Board of Directors is also expressly authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series. In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.
IN WITNESS HEREOF, the undersigned has hereunto set his hand on July 6, 2022.
|
By: |
/s/ Neng Chen | |
| Name: | Neng Chen | |
| Title: | CEO |