SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 11, 2016
| PROGREEN PROPERTIES, INC. |
| (Exact Name of Registrant as Specified in Its Charter) |
| Delaware | 000-25429 | 59-3087128 | ||
|
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
( I.R.S. Employer
Identification No.) |
| 6443 Inkster Road, Suite 170-D, Bloomfield Township, MI | 48301 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (248) 530-0770
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 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))
| Item 5.03. | Amendment to Articles of Incorporation and By-Laws. |
On July 11, 2016, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware providing for changing the name of the Company from ProGreen Properties, Inc. to ProGreen US, Inc. The change of the Company’s name will not become effective until it is approved by the Financial Industry Regulatory Authority as effective for trading purposes in the OTC markets.
A copy of the Certificate of Amendment for the name change, as filed with the Delaware Secretary of State, is filed with this report. Also filed with this report is a copy of the amendment filed with the Delaware Secretary of State on February 9, 2016, increasing the Company’s authorized number of shares of common stock.
| Item 7.01. | Regulation FD Disclosure. |
Our partners in Mexico, Inmobiliaria Contel, are continuing discussions with several interested clients for sale of the parcel of agricultural land acquired pursuant to our first Joint Venture Agreement signed in February 2016. Contel is also in the process of applying for the water rights and the corresponding permits that are required for a sale of the property.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 3.1f |
Certificate of Amendment, filed with the Delaware Secretary of State on February 9, 2016. |
|
| 3.1g | Certificate of Amendment, filed with the Delaware Secretary of State on July 11, 2016. |
| - 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.
| PROGREEN PROPERTIES, INC. | ||
| Dated: July 12, 2016 | By: | /s/ Jan Telander |
|
Jan Telander,
Chief Executive Officer |
||
- 3 -
EXHIBIT 3.1f
|
State of Delaware Secretary of State Division of Corporations Delivered 12:37 PM 02/04/2016 FILED 01:25 PM 02/09/2016 SR 20160592325 - File Number 4623358 |
CERTIFICATE OF AMENDMENT
OF
CERTIFICATION OF INCORPORATION
OF
PROGREEN PROPERTIES, INC.
Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Progreen Properties, Inc. (the “corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That the Board of Directors of the corporation on September 15, 2015, adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of the corporation:
RESOLVED, that the Board of Directors declares advisable, and recommends to the stockholders for adoption, the following amended Article FOURTH to replace, in its entirety, the Article FOURTH of the corporation’s Certificate of Incorporation:
“FOURTH: The total number of shares of stock which the corporation shall have authority to issue is One Billion Five Hundred Ten Million (1,510,000,000), of which One Billion Five Hundred Million (1,500,000,000) are Common Stock, par value $0.0001 per share(“ Common Stock ”), and Ten Million (10,000,000) are Preferred Stock, par value $0.0001 per share (“ Preferred Stock ”).
The terms and provisions of the Common Stock and Preferred Stock are as follows:
A. COMMON STOCK
Section 1
Voting Rights
The holders of shares of Common Stock shall be entitled to vote for each share held with respect to all matters voted on by the stockholders of the Corporation.
Section 2
Liquidation Rights
Subject to the prior and superior right of the Preferred Stock upon any voluntary of involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Common Stock shall be entitled to receive that portion of the remaining funds to be distributed. Such funds to be paid to the holders of Common Stock shall be paid to the holders of Common Stock on the basis of the number of shares of Common Stock held by each of them.
Section 3
Dividends
Dividends may be paid on the Common Stock as and when declared by the Board of Directors.
B. PREFERRED STOCK
Shares of the Preferred Stock of the Corporation may be issued from time to time in one or more classes or series, each of which class or series shall have such distinctive designation, number of shares, or title as shall be fixed by the Board of Directors prior to the issuance of any shares thereof. Each such class or series of Preferred Stock shall consist of such number of shares, and have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such series of Preferred Stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof pursuant to the authority hereby expressly vested in it, all in accordance with the laws of the State of Delaware.”
SECOND : That said amendments were duly adopted in accordance with the provisions of Section 242 and Section 228 of the General Corporation Law of Delaware.
IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment of Certificate of Incorporation to be signed by its President this 4th day of February, 2016.
| Progreen Properties, Inc. | ||
| By: | /s/ Jan Telander | |
| Jan Telander, | ||
| President | ||
EXHIBIT 3.1g
|
State of Delaware Secretary of State Division of Corporations Delivered 10:22 AM 07/11/2016 FILED 10:22 AM 07/11/2016 SR 20164846325 - File Number 4623358 |
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
PROGREEN PROPERTIES, INC.
Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Progreen Properties, Inc. (the “corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify:
FIRST : That the Board of Directors of the corporation on July 5, 2016, adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of the corporation:
RESOLVED, that the Board of Directors adopts and approves the following amended Article 1. to replace, in its entirety, the Article 1. of the corporation’s Certificate of Incorporation:
| 1. | “The name of the corporation is ProGreen US, Inc. (the “Company” or “corporation”).” |
SECOND : That said amendment shall become effective on filing with the Secretary of State of the State of Delaware; provided, that for purposes of the public trading markets for the Common Stock of the corporation, the change of the corporation’s name shall be effective on such date and at such time as the Financial Industry Regulatory Authority approves the change of the corporation’s name as effective for trading purposes.
THIRD : That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment of Certificate of Incorporation to be signed by its Chief Executive Officer this 7 th day of July, 2016.
| PROGREEN PROPERTIES, INC. | ||
| By: | /s/ Jan Telander | |
| Jan Telander, Chief Executive Officer | ||