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 28, 2022
White River Energy Corp.
(Exact name of registrant as specified in its charter)
| Nevada | 333-192060 | 45-3797537 | ||
(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
609 W/ Dickson St., Suite 102 G Fayetteville, AR |
72701 | |
| (Address of principal executive offices) | (Zip Code) |
| (800) 203-5610 | ||
| (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:
| ☐ | 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)) |
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. ☐
Securities registered pursuant to Section 12(b) of the Act: None
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 28, 2022, the Board of Directors (the “Board”) of White River Energy Corp (the “Company”) approved changing the Company’s fiscal year end from December 31 to March 31.
In addition, on September 28, 2022, the Board and the holders of the majority of the outstanding voting power of the Company approved increasing the number of shares the Company is authorized to issue to 505,000,000 shares by increasing the number of authorized shares of common stock from 200,000,000 shares to 500,000,000 shares. The Company had 8,400,000 shares of common stock issued and outstanding and entitled to be voted. Of the 8,400,000 shares of common stock entitled to be voted, 4,386,189 shares (or 52.22%) voted to approve the increase in authorized number of shares of common stock. Holders of the majority of the outstanding voting power voted by written consent.
On September 29, 2022, the Company filed a Certificate of Amendment to the Articles of Incorporation (the “Amendment”) with the Nevada Secretary of State. The Amendment became effective upon filing.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy which is filed as Exhibit 3.1 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. | Exhibit | |
| 3.1 | Certificate of Amendment to the Articles of Incorporation | |
| 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.
| White River Energy Corp. | ||
| Date: September 30, 2022 | By: | /s/ Jay Puchir |
| Name: | Jay Puchir | |
| Title: | Chief Executive Officer | |
Exhibit 3.1