Exhibit 3.1
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 29, 2020
VISION HYDROGEN CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 000-55802 | 47-4823945 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
95 Christopher Columbus Drive, 16th Floor, Jersey City, NJ 07302
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 551-298-3600
H/Cell Energy Corporation
3010 LBJ Freeway, Suite 1200, Dallas, TX 75234
(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 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 | ||
| N/A | 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 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 29, 2020, Vision Hydrogen Corporation (f/k/a H/Cell Energy Corporation) (the “Company”) filed an amendment to and restatement of its Articles of Incorporation (the “Amendment”) with the Secretary of State of the State of Nevada. Pursuant to the Amendment, the Company (i) changed its name from H/Cell Energy Corporation to Vision Hydrogen Corporation (the “Name Change”), (ii) effectuated a one-for-twenty (1:20) reverse split of the issued and outstanding shares of common stock of the Company without changing the par value of the stock (the “Reverse Split”) and (iii) increased its authorized shares of common stock from 25,000,000 to 100,000,000 (collectively, the “Corporate Actions”). The Corporate Actions shall take effect at 12:01 a.m. Nevada time on October 6, 2020.
Effective as of the opening of market trading on October 6, 2020, the Company’s common stock will trade under the symbol HCCCD for 20 business days to designate the Reverse Split, after which, the ticker symbol will change to VIHD. The new CUSIP number for the Company’s common stock following the Reverse Split is 92837Y101.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 8.01 Other Events.
On October 5, 2020, the Company issued a press release announcing the Name Change, the Reverse Split and that it has moved its corporate headquarters from 3010 LBJ Freeway, Suite 1200, Dallas, TX 75234 to 95 Christopher Columbus Drive, 16th Floor, Jersey City, NJ 07302 (the “Press Release”). The Company’s telephone number has also changed to 551-298-3600. A copy of the Press Release is furnished hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 3.1 | Form of Articles of Amendment to Articles of Incorporation dated September 29, 2020 |
| 99.1 | Press Release, issued October 5, 2020 |
| 2 |
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| VISION HYDROGEN CORPORATION | ||
| Date: October 5, 2020 | By: | /s/ Andrew Hidalgo |
| Andrew Hidalgo | ||
| Chief Executive Officer | ||
| 3 |
Exhibit 3.1
Exhibit 99.1
H/Cell Energy Announces Restructuring Changes
Jersey City, NJ, October 5, 2020 (GLOBE NEWSWIRE) — H/Cell Energy Corporation (OTCQB-HCCC) (the “Company”), a company that focuses on the production of hydrogen for clean energy applications, has announced several restructuring changes in order to take advantage of the hydrogen production market opportunities.
The Company has changed its name to Vision Hydrogen Corporation and will focus on the production of hydrogen for clean energy applications including transportation and power requirements. This is in line with the recent investment made by the Company in VoltH2 Holdings AG (“VoltH2”), a Swiss corporation developing scalable green hydrogen production projects primarily in Europe. VoltH2 is currently developing a 25MW green hydrogen production site near Vlissingen, Netherlands. In addition, the Company has effectuated a 1-for-20 reverse stock split of its issued and outstanding common stock (the “Reverse Split”), which it hopes will increase the per share market price and position the Company more effectively in its pursuit of raising additional equity financing focusing on future acquisitions.
Effective as of the opening of market trading on October 6, 2020, the Company will trade under the symbol HCCCD for 20 business days to designate the Reverse Split, after which, the ticker symbol will change to VIHD. The Company’s common stock will trade under a new CUSIP number (92837Y101). Lastly, the company has relocated its corporate headquarters from Dallas, TX to Jersey City, NJ. As a result of the Reverse Split, the number of outstanding common shares will be reduced from 7,951,524 to 397,577, subject to adjustment for fractional shares. No fractional shares are to be issued, with fractional shares of common stock to be rounded up to the nearest whole share. It is not necessary for shareholders holding shares of the Company’s common stock in certificated form to exchange their existing stock certificates for new stock certificates of the Company in connection with the Reverse Split, although shareholders may do so if they wish. Shareholders should direct any questions concerning the Reverse Split to their broker or the Company’s transfer agent, VStock Transfer, at 212-828-8436.
Andrew Hidalgo, CEO of HCCC, commented, “HCCC has put forth significant efforts in developing solutions for the hydrogen economy. Our initial focus in off grid hydrogen energy systems has yet to develop fully and has caused us to change to the more lucrative hydrogen production market. Hydrogen, as a clean energy fueling source, is gaining momentum, especially in transportation where many premier automobile and truck manufacturers have introduced hydrogen fuel cell vehicles. We believe that changing our hydrogen market focus to hydrogen production will deliver better shareholder value in the year ahead. Looking forward, we are encouraged with the opportunities that exist in the evolving hydrogen economy.”
About the Company:
Vision Hydrogen Corporation (formerly, H/Cell Energy Corporation) is focused on hydrogen production for transportation and power requirements with a goal of contributing to a clean energy environment. Our commitment is to provide the highest quality hydrogen production, storage and distribution services for the hydrogen economy supply chain. The Company serves the residential, commercial and government sectors.
Forward Looking Statements:
Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words such as “anticipate,” “believe,” “forecast,” “estimate,” “expect,” and “intend,” among others. These forward-looking statements are based on current expectations and actual results could differ materially. The Company does not undertake an obligation to update or revise any forward-looking statement. The information set forth herein speaks only as of the date hereof.
Contact:
Vision Hydrogen Corporation (formerly, H/Cell Energy Corporation)
Investor Relations
95 Christopher Columbus Drive, 16th Floor
Jersey City, NJ 07302
551-298-3600 USA