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): March 12, 2018

Sport Endurance, Inc.
(Exact name of registrant as specified in its charter)

Nevada
 
333-161943
 
26-2754069
(State or other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

101 Hudson Street, 21 st Floor
Jersey City, NJ
 
 
07302
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (646) 846-4280

                                                                                            
(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 obli gation 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 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 checkmark 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.  ☐
1
Item 3.03 Material Modification to Rights of Security Holders.
 
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
 
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On March 12, 2018, the Board of Directors (the “Board”) of Sport Endurance, Inc. (the “Company”) filed an amendment (the “Amendment”), approved by the consent of the holder of the majority of outstanding common stock of the Company, with the Nevada Secretary of State to amend the Company’s Articles of Incorporation to authorize the issuance of  20,000,000 shares of Preferred Stock. 1,000 shares of the Preferred Stock are designated as Series A Preferred Stock. The remaining 19,999,999 shares of Preferred Stock are blank check Preferred Stock, with such rights, preferences and limitations as the Board shall authorize from time-to-time. Previously, shareholder approval  was required to issue any Preferred Stock.
 
The foregoing description is qualified in its entirety by the Amendment which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit No.
Exhibit
3.1
 
 
 
2
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.

 
SPORT ENDURANCE, INC.
 

Date: March 22, 2018
By:  /s/ David Lelong                       
Name:  David Lelong
Title:  Chief Executive Officer
 
 
 
 
 
 
3

EXHIBIT 3.1
 
 
 
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www . nv sos.gov
 
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
     
 Filed in the office of
Barbara K. Cegavske
Secretary of State
State of Nevada
 Document Number
  20180114241-14
 
 Filing Date and Time
 03/12/2018 1:11 PM
 
 Entity Number
 C184-2001
         
 
USE BLACK INK ONLY •   DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY
 
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
 
1. 
Name of corporation:
 
Sport Endurance, Inc.
 
2. 
The articles have been amended as follows: (provide article numbers, if available)
 
The Corporation shall be authorized to issue 600,000,000 shares of capital stock, par value $0.001, which shall be comprised of 580,000,000 shares of common stock and 20,000,000 shares of preferred stock. Of the 20,000,000 shares of preferred stock, 1,000 shares of preferred stock shall consist of Series A Preferred Stock.
The Board of Directors shall have the power to issue the remaining shares of preferred stock and to prescribe the classes, series and the number of each class or series of preferred stock and the voting powers, designations, preferences, limitations, restrictions and relative rights of each class or series of preferred stock.
3. 
The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is:                                                        
 
4.
Effective date and time of filing: (optional)                                           Date:                                                           Time:                                                  
(must not be later than 90 days after the certificate is filed)
 
5.
Signature: (required)
 
Signature of Officer  
 
*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
 
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
 
 
This form must  be accompanied  by appropriate fees.
Nevada Secretary of State Amend Profit-After
 
Revised : 1 - 5-15