UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

 

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): April 20, 2022

 

Black Bird Biotech, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-52828

 

98-0521119

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

3505 Yucca Drive, Suite 104, Flower Mound, Texas 75028

(Address of principal executive offices, including zip code)

 

(833) 223-4204

(Registrant’s telephone number, including area code)

 

___________________________________________________

(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 CFR240.14d-2(b))

 

☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

 

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

 

                On April 20, 2021, Black Bird Biotech, Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to its Articles of Incorporation with the Secretary of State of the State of Nevada. The Amendment amended the Company’s Articles of Incorporation to increase the authorized number of shares of common stock from 325,000,000 shares to 750,000,000 shares and to authorize 50,000,000 shares of preferred stock (the “Capital Increase”). The Capital Increase was approved on March 8, 2022, by the holders of 50.84% of the Company’s outstanding common stock acting by written consent in lieu of a meeting.

 

                The foregoing description of the Amendment does not purport to be complete is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.:

 

Description of Exhibit

3.1

 

Certificate of Amendment to Articles of Incorporation filed April 20, 2022

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL Document).

 

 

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, hereunder duly authorized.

  

 BLACK BIRD BIOTECH, INC.
    

Date: April 25, 2022.

By:/s/ Fabian G. Deneault

 

 

Fabian G. Deneault 
  President 

 

 

3

 

EXHIBIT 3.1