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 23, 2021

 

Andina Gold Corp. 
(Exact name of registrant as specified in its charter)

 

Nevada    000-56155   82-5051728
(State or other jurisdiction of
  (Commission File Number)    (IRS Employer
incorporation)        Identification No.)

 

3531 South Logan St, Suite D-357, Englewood, CO   80113
(Address of principal executive offices)    (Zip Code) 

  

Registrant’s telephone number, including area code 303-416-7208

 

(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol   Name of each Exchange on which
Registered
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). 

 

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 1.01. Entry into a Material Definitive Agreement.

 

On July 15, 2021 and pursuant to a July 9, 2021 Written Consent of the Board of Directors of the Company by Unanimous Consent in Lieu of a Meeting Pursuant to the Provisions of the Nevada Revised Statutes, Andina Gold Corp (“Company” or “we”) entered into a plan of merger, or the Plan of Merger, with our recently formed wholly owned subsidiary, Cryomass Technologies Inc, a Nevada corporation, or Merger Sub, pursuant to which we agreed that Merger Sub would merge with and into our company, or the Merger. Following the consummation of the Merger, the separate existence of Merger Sub would cease, and we would continue as the surviving corporation with our name changed to Cryomass Technologies Inc following FINRA processing of the name change corporate action pursuant to Rule 6490. Pursuant to the Plan of Merger, (i) our articles of incorporation in effect at the effective time of the Merger, as amended pursuant to the Articles of Merger (as defined below) to change the name of the surviving corporation to Cryomass Technologies Inc would be the articles of incorporation of the surviving corporation, (ii) our bylaws in effect at the effective time of the Merger would be the bylaws of the surviving corporation, and (iii) our directors and officers immediately prior to the effective time of the Merger would be the directors and officers of the surviving corporation. The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants, and agreements contained in the Plan of Merger, and is subject to and qualified in its entirety by reference to the full text of the Plan of Merger, which is attached hereto as Exhibit 2.11.

 

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

 

On July 26, 2021 we filed articles of merger, or the Articles of Merger, with the Secretary of State of the state of Nevada to effect the Merger. The Articles of Merger provided that Article I of our articles of incorporation was amended to change our name to Cryomass Technologies Inc. This name change is subject to FINRA processing of the name change corporate action pursuant to Rule 6490. The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants, and agreements contained in the Articles of Merger, and is subject to and qualified in its entirety by reference to the full text of the Articles of Merger, which are attached hereto as Exhibit 3.(i). 10

 

ITEM 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
     
2.11   Plan of Merger
3.(i).10   Articles of Merger

 

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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. 

 

Andina Gold Corp. 

 

/s/ Christian Noël  
Christian Noël  
CEO  
   
Date:  July 27, 2021  

 

 

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Exhibit 2.11

 

PLAN OF MERGER

 

This Plan of Merger is made this 15th day of July 2021, by and between Andina Gold Corp, a Nevada corporation (“Parent”) and Cryomass Technologies Inc, a Nevada corporation and a wholly owned subsidiary of Parent (“Sub”), pursuant to which Sub will merge with and into Parent pursuant to the applicable provisions of the Section 92A:180 of the Nevada Revised Statutes (the “NRS”). This Plan of Merger is entered into pursuant to the July 9, 2021, Written Consent of the Board of Directors of Andina Gold Corp by Unanimous Consent in Lieu of a Meeting Pursuant to the Provisions of the Nevada Revised Statutes.

 

1. Merger of Sub into Parent. On the effective date, as set forth in Paragraph 6 below (the“Effective Date”), Sub will merge with and into Parent. The separate existence of Sub will cease and Parent will be the Surviving Corporation and will continue its existence under Nevada law.

 

2. Articles of Incorporation and Bylaws of Surviving Corporation. On the Effective Date, Article 1 of Parent’s Articles of Incorporation, as then in effect, will be amended to change the name of “Andina Gold Corp.” to “Cryomass Technologies Inc”.

 

Such Amended Articles of Incorporation shall thereafter continue to be the Articles of Incorporation of the Surviving Corporation until changed as provided by law. On the Effective Date, Parent’s Bylaws, as then in effect, will become the Bylaws of the Surviving Corporation and thereafter continue to be its Bylaws until changed as provided by law.

 

3. Directors and Officers of Surviving Corporation. On the Effective Date, the directors and officers of Parent, as then in office, will become the directors and officers of the Surviving Corporation, to serve in such capacity until the next annual meeting of the stockholders and of the directors, respectively, or until their successors have been duly elected and qualified.

 

4. Shares. On the Effective Date (a) each then issued and outstanding share of the stock of Parent will be and continue to be an issued and outstanding share of the Surviving Corporation, and (b) each then issued and outstanding share of the stock of Sub will, by virtue of the merger and without any action on the part of the holder thereof, be cancelled without conversion or issuance of any shares of stock of the Surviving Corporation with respect thereto.

 

5. Liabilities and Obligations. On the Effective Date, the separate existence of all parties to the merger, except that of the Surviving Corporation, shall cease. All of the property, real, personal and mixed, and licenses of Parent and Sub, and all debts due on whatever account to Parent and Sub, including choses in action, shall be deemed to be transferred to and vested in the Surviving Corporation, without further action, and the title to any real estate, or any interest therein, vested in Parent and Sub shall not revert or be in any way impaired by reason of the merger. The Surviving Corporation shall be responsible for all the liabilities of Parent and Sub. Liens upon the property of Parent and Sub shall not be impaired by the merger, and any claim existing or action or proceeding pending by or against Parent and Sub may be prosecuted to judgments as if the merger had not taken place, or enforced against the and, together with interest thereon, if any, shall be a lien against the franchises and property, both real and personal, of the Surviving Corporation.

 

1

 

 

6. Approval, Filing and Effectiveness. After this Plan has been duly approved in the manner required by law and if it is not terminated in accordance with paragraph 8 hereof, Articles of Merger will be executed and filed with the Nevada Department of State, the Articles of Incorporation of Parent shall be amended to reflect the new corporate name Cryomass Technologies Inc and the date of filing will be the Effective Date, subject to FINRA processing the name change corporate action. On the basis of the filing of the amendment of the Articles of Incorporation date stamped by Nevada, shall process the name change and ticker change corporate action with FINRA, and the date when FINRA processes the corporate action shall be the date when Parent shall formally assume the name Cryomass Technologies Inc.

 

7. Amendment. This Plan may be amended by action of the Board of Directors of each of Parent and Sub at any time prior to the Effective Date, subject to any limitations contained in the NRS.

 

8. Termination. This Plan may be terminated and the merger abandoned by action of the Board of Directors of Parent and Sub at any time prior to the Effective Date.

 

IN WITNESS WHEREOF, the undersigned have executed this plan of merger as of the date first set forth above.

 

On behalf of Cryomass Technologies Inc  
   
/s/ Christian Noël  
Christian Noël, President  
   
On behalf of Andina Gold Corp.  
   
/s/ Philip Blair Mullin  
Philip Blair Mullin, Officer  

 

 

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Exhibit 3.(i).10