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): April 24, 2023
| TINGO, INC. |
| (Exact Name of Registrant as Specified in its Charter) |
| Nevada | 333-205835 | 83-0549737 |
| (State or Other Jurisdiction | (Commission File | (IRS Employer |
| Of Incorporation) | Number) | Identification No.) |
|
11650 South State Street, Suite 240 Draper, UT |
84020 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (385) 463-8168
43 West 23rd Street, 2nd Floor, New York, NY 10010
(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:
| ¨ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). ¨
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 24, 2023, Christophe Charlier resigned from his service on the registrant’s Board of Directors. Mr. Charlier had been appointed to the Board on September 15, 2021. Mr. Charlier furnished the registrant a letter in connection with his resignation which is attached as Exhibit 17 to this Current Report.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 27, 2023, holders of a majority of the outstanding voting securities of Tingo, Inc. (the “Company”) approved the amendment and restatement of the Company’s Articles of Incorporation (“Restated Articles”) changing the Company’s corporate name to “Agri-Fintech Holdings, Inc.: A copy of the Restated Articles is attached to this Current Report as Exhibit 3(i). The filing of the Restated Articles and change of the Company’s corporate name will not become effective until 20 days have elapsed following notice to all non-consenting shareholders.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On April 27, 2023, holders of a majority of the outstanding voting securities of the Company approved the Restated Articles and the change of the Company’s corporate name to “Agri-Fintech Holdings, Inc.” The filing of the Restated Articles and change of the Company’s corporate name will not become effective until 20 days have elapsed following notice to all non-consenting shareholders.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 3(i) | Amended and Restated Articles of Incorporation of Agri-Fintech Holdings, Inc., fka Tingo, Inc. | |
| 17 | Correspondence from Christophe Charlier. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
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.
| Tingo, Inc. | |||
| Date: April 27, 2023 | By: | /s/ Kenneth Denos | |
| Name: | Kenneth Denos | ||
| Title: | Secretary | ||
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Exhibit 3(i)
RESTATED ARTICLES OF INCORPORATION
Tingo, Inc., a corporation organized and existing under the laws of the State of Nevada, hereby certifies as follows:
1. The corporation was originally incorporated under the name of iWeb, Inc., and the original Articles of Incorporation of the corporation were filed with the Secretary of State of Nevada on February 17, 2015.
2. The name of the corporation was changed to Tingo, Inc. on August 4, 2021.
3. Pursuant to Chapter 78, Title 7 of Nevada Revised Statutes, these Restated Articles of Incorporation restate in their entirety and integrate and further amend the provisions of the Articles of Incorporation of this corporation.
4. These Amended and Restated Articles have been adopted and approved by holders of a majority of the outstanding voting shares of the corporation.
5. The text of the Restated Articles of Incorporation is hereby restated in its entirety to read as follows:
ARTICLES OF INCORPORATION
OF
AGRI-FINTECH HOLDINGS, INC.
ARTICLE I. NAME
The name of the corporation is AGRI-FINTECH HOLDINGS, INC. (the “Corporation”).
ARTICLE II. REGISTERED OFFICE
The name and address of the Corporation’s registered office in the State of Nevada is c/o Resident Agents of Nevada, Inc. 711 S. Carson St., Suite 4, Carson City, Nevada 89701.
ARTICLE III. PURPOSE
The purpose or purposes of the corporation is to engage in any lawful act or activity for which corporations may be organized under Nevada Law.
ARTICLE IV. CAPITAL STOCK
(A) Authorized Shares. The aggregate number of shares which the Corporation shall have authority to issue is two billion five hundred million (2,500,000,000) shares, consisting of three classes of shares to be designated, respectively, "Class A Common Stock," "Class B Common Stock" (collectively the Class A Common Stock and the Class B Common Stock are referred to herein as the "Common Stock") and "Preferred Stock." The total number of shares of Class A Common Stock that this corporation shall have authority to issue is two billion two hundred and fifty million (2,250,000,000) shares, each with a par value of $0.001. The total number of shares of Class B Common Stock that this corporation shall have authority to issue is two hundred million (200,000,000) shares, each with a par value of $0.001. The total number of shares of Preferred Stock that this corporation shall have authority to issue is fifty million (50,000,000) shares, each with a par value of $0.001. The Preferred Stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed by resolution of the board of directors (hereinafter, the “Board”) pursuant to Subsection (C) of this Article IV.
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(B) Provisions Relating to Common Stock. Except as otherwise expressly provided in these Articles of Incorporation, as amended from time to time (hereinafter, the "Articles") or the Nevada Revised Statues (hereinafter, the "NRS"), shares of Class A Common Stock and shares of Class B Common Stock shall have the following rights and privileges:
(1) Dividend Rate. Subject to the rights of holders of any Preferred Stock having preference as to dividends and except as otherwise provided by these Articles or the NRS, holders of Class A Common Stock shall be entitled to receive dividends when, as and if declared by the board of directors out of assets legally available therefor. Holders of Class B Common Stock shall not be entitled to dividends or distributions of any kind.
(2) Voting Rights. Except as otherwise provided by the NRS, the holders of Class A Common Stock and the holders of Class B Common Stock shall vote together as a single voting group on all matters submitted to a vote of the Corporation's shareholders. No holder of shares of Common Stock shall have the right to cumulate votes. Each holder of Class A Common Stock shall be entitled to one (1) vote for each share of Class A Common Stock held as of the applicable record date on any matter that is submitted to a vote of the shareholders of the Corporation (including, without limitation, any matter voted on at a shareholders' meeting). Each holder of Class B Common Stock shall be entitled to ten (10) votes for each share of Class B Common Stock held as of the applicable record date on any matter that is submitted to a vote of the shareholders of the Corporation (including, without limitation, any matter voted on at a shareholders' meeting).
(3) Liquidation Rights. In the event of liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary, subject to the prior rights of holders of Preferred Stock to share ratably in the Corporation's assets, the Class A Common Stock and any shares of Preferred Stock which are not entitled to any preference in liquidation shall share equally and ratably in the Corporation's assets available for distribution after giving effect to any liquidation preference of any shares of Preferred Stock. A merger, conversion, exchange or consolidation of the Corporation with or into any other person or sale or transfer of all or any part of the assets of the Corporation (which shall not in fact result in the liquidation of the Corporation and the distribution of assets to stockholders) shall not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.
(4) Conversion, Redemption, or Preemptive Rights. The holders of Common Stock (whether Class A or Class B) shall not have any conversion, redemption, or preemptive rights.
(5) Consideration for Shares. The Common Stock authorized by this Article shall be issued for such consideration as shall be fixed, from time to time, by the Board.
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(C) Provisions Relating to Preferred Stock. The Board is authorized, subject to limitations prescribed by law and the provisions of this article 4, to provide for the issuance of the shares of Preferred Stock in one or more series, and by filing a certificate pursuant to the applicable law of the State of Nevada, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:
(1) The number of shares constituting that series and distinctive designation of that series;
(2) The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which dates or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;
(3) Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;
(4) Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board shall determine;
(5) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;
(6) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;
(7) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of share of that series;
(8) Any other relative or participation rights, preferences and limitations of that series;
(9) If no shares of any series of Preferred Stock are outstanding, the elimination of the designation, powers, preferences, and right of such shares, in which event such shares shall return to their status as authorized but undesignated Preferred Stock.
ARTICLE V. BOARD OF DIRECTORS
(A) Number. The number of directors constituting the entire Board shall be as fixed from time to time by vote of a majority of the entire Board, provided, however, that the number of directors shall not be reduced so as to shorten the term of any director at the time in office.
(B) Vacancies. Vacancies on the Board shall be filled by the affirmative vote of the majority of the remaining directors, though less than a quorum of the Board, or by election at an annual meeting or at a special meeting of the stockholders called for that purpose.
(C) Election. The election of directors need not be by written ballot.
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ARTICLE VI. BYLAWS
In furtherance and not in limitation of the powers conferred by statute, the Board is expressly authorized to make, alter, amend or repeal the Bylaws of the Corporation.
ARTICLE VII. LIABILITY
To the fullest extent permitted by Nevada law as the same exists or as may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any amendment or repeal of this Article VII will not eliminate or reduce the effect of any right or protection of a director of the Corporation existing immediately prior to such amendment or repeal.
ARTICLE VIII. STOCKHOLDER MEETINGS
Meetings of stockholders may be held within or without the State of Nevada as the Bylaws may provide. The books of the Corporation may be kept outside the State of Nevada at such place or places as may be designated from time to time by the Board or in the Bylaws of the Corporation.
ARTICLE IX. AMENDMENT OF ARTICLES OF INCORPORATION
The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
ARTICLE X. STATUTORY ELECTIONS
(A) Controlling Interest Acquisition. The Corporation hereby elects not to be governed by, and to otherwise opt out of, the provisions of NRS 78.378 to 78.3793, inclusive, relating to acquisition of a controlling interest in the Corporation.
(B) Interested Stockholder Combinations. The Corporation hereby elects not to be governed by, and to otherwise opt out of, the provisions of NRS 78.411 to 78.444, inclusive, relating to combinations with interested stockholders.
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I, THE UNDERSIGNED, being the Secretary of Agri-Fintech Holdings, Inc. pursuant to Chapter 78, Article 7 of Nevada Revised Statutes, hereby declare and certify, under penalties of perjury, that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this ____ day of May, 2023.
| the “Corporation” | |
| AGRI-FINTECH HOLDINGS, INC. | |
| Kenneth Denos | |
| Secretary |
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Exhibit 17
Christophe F. Charlier
4 rue Murillo, 75008 Paris, France
christophefcharlier@gmail.com, +33604963080
24 April 1972
Attn: Dozy Mmobuosi
Chief Executive Officer
43 West 23rd Street, 2nd Floor
New York, NY 10010
cc: Ken Denos, Tingo Inc., 11650 South State Street, Suite 240, Draper, 84020 UT
Dear Dozy,
After careful consideration, I have made the decision to resign from my positions as co-Chairman and independent director of Tingo Inc. effective immediately.
Since joining the Board in September 2021, I have made numerous efforts to implement best corporate governance practices and have always been guided by the best interests of Tingo Inc’s shareholders. Despite my efforts there remains a lack of communication and teamwork in the management of the company, and many critical questions, comments and recommendations which I have sent to management and the Board have once again remained unanswered and unheeded. As a result, I will not be in a position to approve the 10K for 2022 prepared by management and feel it necessary to recuse myself by resigning from the Board.
I would like to thank you for the privilege to collaborate with you on the important effort to improve food security and promote financial inclusion in Nigeria and across the African continent.
I wish you all the success in this and your other endeavors.
| Sincerely, | |
| /s/ Christophe | |
| Christophe |