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): September 8, 2021
BOSTON THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-54586 | 27-0801073 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
5900 Hollis Street, Emeryville, CA 95608
(Address of principal executive offices) (zip code)
(603) 935-9799
(Registrant’s telephone number, including area code)
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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Not applicable |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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; Change in Fiscal Year.
On September 8, 2021, Boston Therapeutics, Inc., a Delaware corporation (the “Company”), filed a Certificate of Amendment to its Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to change the Company’s name to “Nanomix Corporation” effective September 17, 2021.
On September 8, 2021, the Company filed notification of the Name Change (the “Notification”) with the Financial Industry Regulatory Authority (“FINRA”). In the Notification, the Company requested FINRA to authorize a new trading symbol for the Common Stock. The Company will provide a further update regarding the Company’s trading symbol when the action is finalized by FINRA.
A copy of the Amendment is attached to this Report as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
| Exhibit No. |
Description of Exhibit
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3.1
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Certificate of Amendment to the Certificate of Incorporation dated September 2, 2021
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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.
| BOSTON THERAPEUTICS, INC. | ||
| Date: September 10, 2021 | By: | /s/ David Ludvigson |
| Name: | David Ludvigson | |
| Title: | Chief Executive Officer | |
2
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
BOSTON THERAPEUTICS, INC.
Boston Therapeutics, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:
1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”).
2. ARTICLE 1 of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
| FIRST | . The name of the corporation is Nanomix Holdings, Inc. |
3. This amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
4. All other provisions of the Certificate of Incorporation shall remain in full force and effect.
5. The effective date of the Certificate of Amendment is September 14, 2021.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by David Ludvigson, its CEO, this 2nd day of September, 2021.
| By: | /s/ David Ludvigson | |
| Name: | David Ludvigson | |
| Title: | Chief Executive Officer |