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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): October 20, 2022

 

BOXSCORE BRANDS, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   333-165972   22-3956444

(State or Other Jurisdiction

of Incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

 

500 West Putnam Ave. Suite 400

Greenwich, Connecticut 06830

(Address of Principal Executive Offices)

 

Registrant’s telephone number, including area code: 800-998-7962

 

3275 S. Jones Blvd., Suite 400 Las Vegas, Nevada 89146

(Former Address)

 

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
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
None   N/A   N/A

 

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 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. ☐

 

 

 

 

 

 

 

ITEM 5.03   AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

 

On 20 October 2022 BoxScore Brands, Inc. (the “Company”), following receipt of written approval from stockholders acting without a meeting and holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting, the Company filed an amendment to its Certificate of Incorporation (the “Amendment”) to (i) change the name of the Company to “AMERICAN BATTERY MATERIALS, INC.” (the “Name Change”); and, (ii) increase the total number authorized shares of the Company’s common stock, par value $0.001 per share, from 600,000,000 to 4,500,000,000 (the “Authorized Share Increase”). The Company was advised by the Delaware Secretary of State that it had accepted the Company’s filing of the Amendment, with a filing and effective date of 20 October 2022. The Authorized Share Increase was effective immediately upon filing of the Amendment. The Name Change will not be effective until FINRA provides instruction for allowance of the Name Change. The Amendment is attached to this Current Report as Exhibit 3.1, and is incorporated herein by reference. All descriptions of the Amendment herein are qualified in their entirety by the actual text of the Amendment.

 

ITEM 5.07   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

On 20 October 2022, the holder of 63.86% of the issued and outstanding shares of stock of the Company entitled to vote took action by written consent and without a meeting, pursuant to Delaware General Corporate Law Section 228. The number of shares entitled to vote was determined by the total number of issued and outstanding shares of (i) common stock; and, (ii) Series A Super Voting Preferred Convertible Stock converted into common stock for purposes of voting. In addition to the Name Change and the Authorized Share Increase, the following actions were also adopted and approved:

 

(1)Future amendment of our Certificate of Incorporation to implement a decrease in the authorized shares of the Company’s Common Stock from 4,500,000,000 to a number of not less than 10,000,000 and not more than 2,000,000,000 (the “Authorized Share Reduction”), at any time prior to October 20, 2023 (the “Anniversary Date”), with the Board of Directors of the Company (the “Board”) having the discretion to determine whether or not the Authorized Share Reduction is to be effected, and if effected, the exact number of the Authorized Share Reduction within the above range.

 

(2)Future amendment of our Certificate of Incorporation to implement a reverse stock split of the Company’s Common Stock by a ratio of not less than 1-for-10 and not more than 1-for-1,000, (the “Reverse Split”), at any time prior to the Anniversary Date, with the Board having the discretion to determine whether or not the Reverse Split is to be effected, and if effected, the exact ratio for the Reverse Split within the above range.

 

The consenting stockholder signed a written consent taking such action to approve and adopt the Name Change; Authorized Share Increase; Authorized Share Reduction; and, Reverse Split, all without a meeting or involvement of the Company. The written consent was delivered to the Company on October 20, 2022.

 

ITEM 8.01   OTHER EVENTS.

 

On 21 October 2022 the Company issued a press release announcing the Name Change and the Authorized Share Increase. A copy of the press release is included herewith as Exhibit 99.1 and the information in the press release is incorporated by reference into this Item 8.01.

 

ITEM 9.01   Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit No.  Description
    
3.1  Amendment to Certificate of Incorporation
99.1  Press Release published on 21 October 2022.
104  Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

SIGNATURE

 

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.

 

Date: 26 October 2022 BOXSCORE BRANDS, INC.
     
  BY: /S/ SEBASTIAN LUX
    Sebastian Lux,
    Chief Executive Officer

 

 

2

 

 

Exhibit 3.1

 

STATE OF DELAWARE

 

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

 

BoxScore Brands, Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”) does hereby certify:

 

First: The name of this Corporation is BoxScore Brands, Inc.

 

Second:  The certificate of incorporation of the Corporation was originally filed with the Delaware Secretary of State on March 26, 2007 (the “Certificate of Incorporation”).

 

Third: The Board of Directors of the Corporation, by unanimous written consent pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, duly adopted the following amendments to the Certificate of Incorporation:

 

Article 1 – Name. The name of this Corporation is American Battery Materials, Inc.

 

Article 4 – Corporate Capitalization. The amount of the total common stock of the Corporation is authorized to issue 4,500,000,000 shares with a par value of $0.001 per share.  All holders of shares of common stock shall be identical with each other in every respect.

 

The amount of the total preferred stock of this Corporation is authorized to issue is 10,000,000 shares with a par value of $0.001 per share.

 

Fourth: That Certificate of Amendment to the Certificate of Incorporation of the Corporation shall become effective immediately upon filing.

 

Fifth: That, by written consent executed in accordance with Section 228 of the General Corporation Law of the State of Delaware, the holders of a majority of the outstanding stock of the Corporation entitled to vote thereon, and the holders of a majority of the outstanding stock of each class entitled to vote thereon as a class, was given written notice of the proposed amendment to the Certificate of Incorporation and voted in favor of the adoption of the amendment to the Certificate of Incorporation. The necessary numbers of shares, as required by statute, were voted in favor of the amendment.

 

Sixth: That said amendments to the Certificate of Incorporation were duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

 

Seventh: That all other provisions of the Certificate of Incorporation shall remain in full force and effect.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the 19th day of October, 2022.

 

BoxScore Brands, Inc.
     
  BY: /s/ Sebastian Lux
  Name: Sebastian Lux
  Title: Chief Executive Officer

 

 

 

 

 

 

Exhibit 99.1

 

 

 

BoxScore Brands Inc. Announces Corporate Name Change to American Battery Materials Inc.

 

-New Name Reflects Emphasis on U.S. Battery Material Production and Domestic Lithium Carbonate Market
   
-Company Focused on Continuing Growth of its Highly Attractive Lisbon Valley, Utah Mineral Rights

 

GREENWICH, CT., October 21, 2022– BoxScore Brands, Inc. (OTC Pink: BOXS) today initiated its corporate rebrand and marketing efforts with the announcement of plans to change its corporate name to American Battery Materials, Inc. (“ABM”, the “Company”). This new phase is a result of the Company’s 2021 mineral rights acquisition in the Paradox Basin, Utah.

 

ABM is a U.S.-based critical minerals exploration and development company concentrated on direct lithium extraction (DLE), along with other minerals, for refining, processing, and distribution. ABM’s unique goal is to support the country’s urgent critical minerals needs to bolster long-term energy transition and the electrification of the U.S. domestic automotive market, as well as the global market.

 

“American Battery Materials underscores our objective to become a dependable U.S. producer of upstream technical materials to support domestic battery supply chains and provide America with products to serve the emerging gigafactory industry,” stated Sebastian Lux, Chief Executive Officer. “Recognizing that electric vehicles (EV’s) are projected to make up more than half of global light vehicle sales by 2035, one can appreciate the need for substantial upstream resources,” added Lux.

 

ABM intends to leverage an expanding portfolio of mineral rights and growing extraction capabilities with prospective operating partners. Through the corporate name change, the Company’s objective is to clearly emphasize that unique value proposition. For all legal, marketing and branding purposes, the Company will now begin to refer to itself under the new corporate name.  The Company will continue to trade under the name BoxScore Brands, Inc. and the ticker symbol BOXS pending FINRA approval of name and ticker symbol change.

 

The American Battery Materials name and logo design are in line with the company’s progress towards lithium extraction from mineral rich brines. As part of the change, American Battery Materials has released a new corporate logo and company website at www.americanbatterymaterials.com.

 

 

 

 

ABOUT AMERICAN BATTERY MATERIALS, INC.

 

American Battery Materials, Inc., (OTC Pink: BOXS) is a US-based critical minerals exploration and development company focused on direct lithium extraction (DLE) as well as other minerals for refining, processing, and distribution to support the country’s urgent critical minerals need to bolster long-term energy transition and the electrification of the US domestic and global economy.

 

For more information about American Battery Materials, Inc. and to subscribe to the Company’s “Email Alert” service, please visit our web site at www.americanbatterymaterials.com, click “Investors” and then “Email Alert.”

 

FORWARD-LOOKING STATEMENTS 

 

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and which are based on the Company’s beliefs and assumptions and on information currently available to management. All statements contained in this release other than statements of historical fact are forward-looking statements, including but not limited to statements regarding the potential benefits of the name change; the Company’s ability to develop and commercialize its mineral rights; the Company’s planned research and development efforts; and, other matters regarding the Company’s business strategies, use of capital, results of operations and financial position, and plans and objectives for future operations. In some cases, you can identify forward-looking statements by the words “may”, “will”, “could”, “would”, “should”, “expect”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “project”, “potential”, “continue”, “ongoing”, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. 

 

These forward-looking statements are subject to risks, uncertainties and other factors that may cause actual results, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. These risks, uncertainties, and other factors include, without limitation, the Company’s ability to achieve the anticipated benefits of the name change. These and other important risk factors are described more fully in our reports and other documents filed with the Securities and Exchange Commission (“the SEC”), including under (i) “Part I, Item 1A. Risk Factors”, in our Annual Report on Form 10-K for the year-ending December 31, 2021 filed with the SEC on March 31, 2022; and, (ii) subsequent filings. Undue reliance should not be placed on the forward-looking statements in this news release, which are based on information available to us on the date hereof. The Company does not undertake any duty to update or revise forward-looking statements except as required by federal securities laws. Any distribution of this news release after the date hereof is not intended and should not be construed as updating or confirming such information.