false 0001043894 0001043894 2023-01-13 2023-01-13
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UNITED STATES
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)         January 13, 2023
 
ENVIRO TECHNOLOGIES U.S., INC.
(Exact name of registrant as specified in its charter)
 
Florida
000-30454
82-0266517
(State or other jurisdiction of incorporation or organization)
Commission File Number
(I.R.S. Employer Identification No.)
 
408 State Hwy 135N, Kilgore, Texas
75662
(Address of principal executive offices)
(Zip Code)
 
Registrant's telephone number, including area code:
903-392-0948
 
________________________________
(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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
☐
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
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
 
Effective January 17, 2023, Enviro Technologies U.S., Inc. (the “Company”) filed Articles of Amendment to its Articles of Incorporation (the “Articles of Amendment”) with the Secretary of State of the State of Florida to effectuate a 4-for-1 forward stock split of the Company’s issued and outstanding common stock. Pursuant to a unanimous written consent of the Company’s board of directors, the only change reflected in the Articles of Amendment is an increase in the authorized number of shares of common stock of the Company from 250,00,000 shares to 1,000,000,000 shares in connection with the Company’s 4-for-1 forward stock split. A copy of the Articles of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
 
Item 8.01          Other Events.
 
On January 13, 2022, the Company completed its 4-for-1 forward stock split to shareholders of record as of the close of business on December 30, 2022. On January 17, 2022, the Company issued a press release announcing the completion of the 4-for1 stock split and its stock began trading at the split-adjusted price at the market open on January 17, 2023. After giving effect to the issuance of shares pursuant to the 4-for-1 stock split, the Company has 78,268,332 shares of common stock outstanding as of January 17, 2023. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 9.01             Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit No.
  
Description
3.1
  
99.1
  
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
 
 
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.
 
 
ENVIRO TECHNOLOGIES U.S., INC.
   
   
Date: January 17, 2023
By: /s/ Jimmy R. Galla
 
Jimmy R. Galla, Chief Executive Officer and Chief Financial Officer
 
 
 
 

Exhibit 3.1

 

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION OF

ENVIRO TECHNOLOGIES U.S., INC.

 

Pursuant to the provisions of Sections 607.1006 and 607.10025 of the Florida Business Corporation Act (the “FBCA”), ENVIRO TECHNOLOGIES U.S., INC., a Florida corporation (the “Corporation”), adopts the following Amendment to its Articles of Incorporation (this “Amendment”).

 

1. The name of the Corporation is ENVIRO TECHNOLOGIES U.S., INC.

 

2. There being no shareholder action required, this Amendment was duly adopted and approved by the Board of Directors (the “Board”) of the Corporation in accordance with the FBCA on December 9, 2022.

 

3. This Amendment does not adversely affect the rights or preferences of the holders of outstanding shares of any class or series and does not result in the percentage of authorized shares that remain unissued after the Stock Split (as defined below) exceeding the percentage of authorized shares that were unissued before the Stock Split.

 

4. On December 9, 2022, in accordance with the FBCA, the Board approved a four-for-one forward stock split (the “Stock Split”) of the Corporation’s common stock, par value $0.001 per share (the “Common Stock”). Pursuant to the Stock Split, each shareholder of record of Common Stock of the Corporation as of the close of business on December 30, 2022 (the “Record Date”) shall receive three (3) additional shares of Common Stock for every one (1) share of Common Stock held by such shareholder as of the close of business on the Record Date, such that, immediately following the Stock Split, each such shareholder shall hold of record four (4) shares of Common Stock for each one (1) share of Common Stock held by such shareholder immediately prior to the Stock Split.

 

5. The Corporation’s Articles of Incorporation are amended by deleting the first paragraph of Article IV and substituting in lieu thereof the following:

 

ARTICLE IV

CAPITAL STOCK

 

The maximum number of shares that this Corporation shall be authorized to issue and have outstanding at any one time shall be One Billion (1,000,000,000) shares of Common Stock, par value $0.001 per share and Five Million (5,000,000) shares of Preferred Stock, par value $0.001 per share.

 

6. Except as provided for above, the Articles of Incorporation of the Corporation shall remain unchanged.

 

7. The foregoing amendment shall be effective as of January 17, 2023.

 

IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed these Articles of Amendment on behalf of the Corporation as of this 12th day of January 2023.

 

 

/s/ JIMMY R. GALLA

Jimmy R. Galla, Chief Executive Officer

 

 

 

Exhibit 99.1

 

EVTN COMPLETES 4 FOR 1 FORWARD SPLIT

 

Kilgore, Texas, January 17, 2023 --(BUSINESS WIRE)—Enviro Technologies U.S., Inc. (OTCQB: EVTN) (“EVTN” or the “Company”) today announced that its previously declared 4-for-1 stock split was paid on January 13, 2023 to shareholders of record as of the close of business on December 30, 2022. EVTN’s common stock will begin trading at the split-adjusted price at the market open on January 17, 2023. As a result of the split, EVTN’s current shares of common stock outstanding have increased from approximately 19,567,083 million to approximately 78,268,332 million. In addition, the Company’s authorized common stock increased to 1,000,000,000.

 

On September 13, 2022, Ecoark Holdings, Inc. (“Ecoark”) (NASDAQ: ZEST) announced the rebranding and renaming of EVTN, a majority-owned indirect subsidiary, to Wolf Energy Services. On September 7, 2022, EVTN filed with the State of Florida to begin conducting business as Wolf Energy Services. The Company expects to effectuate a corporate name change to “Wolf Energy Services Inc.”, subject to approval of the Financial Industry Regulatory Approval (“FINRA”) and filing of articles of amendment with the State of Florida, on or about January 30, 2023. This rebranding and renaming initiative is the completion of the Company’s first planned step, after its recently completed reverse merger, to begin developing a larger and more diversified oilfield services company.

 

About EVTN -- EVTN, d/b/a “Wolf Energy Services”, through its wholly owned subsidiary, Banner Midstream Corp., has two operating subsidiaries: Pinnacle Frac Transport LLC (“Pinnacle Frac”) and Capstone Equipment Leasing LLC (“Capstone”). Pinnacle Frac provides transportation of frac sand and logistics services to major hydraulic fracturing and drilling operations. Capstone procures and finances equipment to oilfield transportation service contractors.

 

Safe Harbor Disclosure -- This Press Release contains or incorporates by reference “forward-looking statements,” including certain information with respect to plans and strategies of EVTN.  For this purpose, any statements regarding this announcement, which are not purely historical, are forward-looking statements, including EVTN beliefs, expectations, hopes or intentions regarding the future.  All forward-looking statements are made as of the date hereof and based on information available to EVTN as of such date. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including, the risks and uncertainties set forth in our Annual Report on Form 10-K for the year ended December 31, 2021 and Form 10-Q for the quarterly period ended September 30, 2022, as filed with the Securities and Exchange Commission. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, many of which are generally outside the control of EVTN and are difficult to predict. EVTN undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Contacts

Jim Galla

jgalla@wolf-energy.com