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
December 11, 2015
Date of Report
Q2POWER TECHNOLOGIES INC.
(Exact name of Registrant as specified in its Charter)
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Delaware |
000-55148 |
20-1602779 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1858 Cedar Hill Road
Lancaster, OH 43130
(Address of Principal Executive Offices)
(740) 415-2073
(Registrant’s Telephone Number, including area code)
ANPATH GROUP, INC.
(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 14-a-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))
Item 5.03 Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year.
On December 11, 2015, the Company’s Certificate of Incorporation in the state of Delaware was amended to change the Company’s name to Q2Power Technologies, Inc. A copy of the Certificate of Amendment is attached as Exhibit 3.1.
Simultaneously with the name change, the Company’s ticker symbol has been changed to QPWR.
Item 9.01 Financial Statements and Exhibits.
(b) Exhibits.
Exhibit No.
Exhibit Description
3.1
Amendment to the Company’s Certificate of Incorporation
99.1
Press Release dated December 14, 2015
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
Q2POWER TECHNOLOGIES INC.
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Date: |
December 14, 2015 |
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By: |
/s/ Christopher Nelson |
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Christopher Nelson |
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Chief Executive Officer |
Exhibit 3.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
ANPATH GROUP, INC.
Anpath Group, Inc. , a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies as follows:
FIRST : That at a meeting of the Board of Directors of Anpath Group, Inc. resolutions were duly adopted setting forth a proposed amendment of the Amended and Restated Certificate of Incorporation of the Company, declaring said amendment to be advisable. The resolution setting forth the proposed amendment is as follows:
RESOLVED , that the Certificate of Incorporation of this corporation be amended by changing the Article I so that, as amended, said Article shall be and read as follows:
ARTICLE I: NAME OF CORPORATION
The name of the corporation is Q2Power Technologies, Inc. (the “Corporation”).
SECOND : That the stockholders of said corporation provided their majority consent to said action on May 14, 2015 by a duly enacted Written Consent in Lieu of a Meeting in accordance with the General Corporation Law of the State of Delaware.
THIRD : That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
FOURTH : that the name change shall be effective upon filing of the Certificate of Amendment with the Delaware Secretary of State or such later date as FINRA shall specify.
IN WITNESS WHEREOF , said corporation has caused this certificate to be signed this 18th day of November, 2015.
By: /s/ Christopher Nelson
Christopher Nelson, Chief Executive Officer
Exhibit 99.1
AnPath Group becomes Q2Power Technologies, Inc.;
Receives New Ticker Symbol (QPWR) and Files for OTCQB Up-Listing
LANCASTER, OH, December 14, 2015, AnPath Group Inc. (OTC: QPWR) has changed its name to Q2Power Technologies, Inc. (the "Company") and has received a new trading symbol of QPWR. The Company has also filed with the OTC Markets to up-list its securities to the OTCQB.
“These are just the first few regulatory steps in Q2Power’s aggressive growth plans for 2016,” stated Christopher Nelson, the Company’s CEO. “More importantly, we are ready to commence sales of our technology to customers, put more waste-to-power projects in the field, and seek strategic partnerships and acquisitions that can expand our revenue and asset base significantly over the next year. We will also add individuals to our Board of Directors with strong experience and contacts in the renewable power, waste management, and financial sectors. This should be an exciting year for Q2Power’s shareholders.”
Q2Power’s technology provides a new, cost-effective solution to dispose of waste by converting it to electricity and useful heat. Because of its containerized, modular design, the system can be deployed with minimal time and expense at thousands of small-scale facilities that must dispose of waste such as methane, biogas and used fuels at increasingly greater costs. Q2Power installed its first system this summer at an Ohio wastewater treatment plant, and is on track to deploy commercial units to meet customer demand early in 2016.
For more information about Q2Power, please visit: www.q2p.com
Legal Notice Regarding Forward-Looking Statements: This news release contains "Forward-looking Statements". These statements relate to future events or our future financial performance. These statements are only predictions and may differ materially from actual future results or events. We disclaim any intention or obligation to revise any forward-looking statements whether as a result of new information, future developments or otherwise. There are important risk factors that could cause actual results to differ from those contained in forward-looking statements, including, but not limited to our ability to fully commercialize our technology, risks associated with changes in general economic and business conditions, actions of our competitors, the extent to which we are able to develop new products and markets, the time and expense involved in such development activities, the ability to secure additional financing, the level of demand and market acceptance of our products, and changes in our business strategies.
Contact:
Arthur Douglas and Associates
Art Batson
407-478-1120