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): June 28, 2018

 

AIRBORNE WIRELESS NETWORK

(Exact name of registrant as specified in charter)

 

Nevada

 

333-179079

 

27-4453740

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

4115 Guardian Street, Suite C, Simi Valley, California 93063

(Address of principal executive offices and zip code)

 

(805) 583-4302

(registrant’s telephone number, including area code)

 

N/A

(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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 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 (17 CFR 240.12b-2)

 

x 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 o

 

 
 
 
 

 

Item 3.03 Material Modification of Rights of Security Holders.

 

The information provided under Item 5.03 “Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” is incorporated herein by reference.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As described below under Item 5.07, on June 28, 2018, the stockholders of Airborne Wireless Network, a Nevada corporation (the “ Company ”), approved an amendment (the “ Amendment ”) to the Company’s Amended and Restated Articles of Incorporation (as amended to date, the “ Articles ”) that increased the number of authorized shares of stock and granted the Company the right to effect up to five reverse stock splits of all of the Company’s issued and outstanding common stock (the “ Common Stock ”). The number of shares of stock authorized under the Articles prior to the Amendment was 1,510,000,000, of which 1,500,000,000 were designated as common stock and 10,000,000 were designated as preferred stock. After giving effect to the Amendment, the number of authorized shares of all classes of stock the Company will have authority to issue is 5,000,010,000,000, of which 5,000,000,000,000 are be designated as common stock and 10,000,000 are designated as preferred stock.

 

Under the Amendment, the board of directors of the Company (the “ Board ”) can effect up to five separate reverse splits of the Common Stock, each to be in a ratio of up to thirty thousand (30,000) to one (1) (each, a “ Reverse Split ”), with any fractional shares to be either rounded up to the next whole share or, at the option of the Board, the holders of the fractional shares that would have resulted from such Reverse Split will be paid in cash in a proportionate amount based on the average closing price of the Common Stock for the five trading days preceding the date of such Reverse Split. Upon the effectiveness of each Reverse Split, the shares of the Company’s common stock outstanding immediately prior to such time will be combined into a smaller number of shares, such that a stockholder will own one share of the Company’s common stock for the number of shares of Common Stock determined by the Board (up to 30,000) held by that stockholder immediately prior to the effective time of such Reverse Split, subject to the treatment of fractional share interests described above. Prior to the Board effecting a Reverse Spilt, the Company is required to submit notice, provide supporting documentation and pay certain fees to the Financial Industry Regulatory Authority (“ FINRA ”). The Company intends to submit the necessary materials to FINRA upon the Board’s approval of each Reverse Split, after which FINRA will process the request and determine the effective date for such Reverse Split.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the terms of the Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 28, 2018, through the written consent of holders of a majority of voting securities, the stockholders of the Company voted on and approved the Amendment described above under Item 5.03 “Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.” Specifically, holders of 719,218,446 shares of common stock, or 51.91% of the issued and outstanding securities of the Company, including the shares of Series A Convertible Preferred Stock entitled to vote on an as-converted basis, approved the Amendment.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

 

Exhibit Description

3.1

 

Certificate of Amendment to Articles of Incorporation, field June 28, 2018

 

 
2
 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

AIRBORNE WIRELESS NETWORK

 

 

Date: June 29, 2018

 

/s/ J. Edward Daniels

 

J. Edward Daniels

 

President, Treasurer and Secretary

 

 

3

 

EXHIBIT 3.1

STATE OF NEVADA
  

BARBARA K. CEGAVSKE

Secretary of State

KIMBERLEY PERONDI

Deputy Secretary

for Commercia l Record in gs

 

 

OFFICE OF THE

 

 

SECRETARY OF STATE

 

 

Certified Copy

 

June 28, 2018

 

Job Number:

C20180628-1281

Reference Number:

Expedite:

 

Through Date:

 

 

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State's Office, Commercial Recordings Division listed on the attached report.

 

Document Number(s)

Description

Number of Pages

20180289775-59

Amendment

1 Pages/1 Copies

 

 

Respectfully,

 

/s/ Barbara K. Cegavske

 

Barbara K. Cegavske

Secretary of State

 

Certified By: Nita Hibshman

Certificate Number: C20180628-1281

 

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4201

Telephone (775) 684-5708

Fax (775) 684-7138

 

 
 
 
 

 

 

 

 

 

 

 

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson Clty, Nevada 89701-4201

(775) 684-5708

Website: www.nvsos.gov

 

 

 

 

Filed in the office of

/s/ Barbara K. Cagavske

 

Document Number

20180289775-59

 

Certificate of Amendment

 

Barbara K. Cegavske

Secretary of State

State of Nevada

 

Filing Date and Time

06/28/2018 11:47 AM

(PURSUANT TO NRS 78.385 AND 78.390)

 

 

Entity Number

E0005492011-9

 

 

 

 

 

 

USE BLACK INK ONLY· DO NOT HIGHLIGHT

 

ABOVE SPACE IS FOR OFFICE USE ONLY

 

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

 

1. Name of corporation:

 

AIRBORNE WIRLESS NETWORK

 

2. The articles have been amended as follows: (provide article numbers, if availbale):

 

ARTICLE IV: The total number of shares of all classes of stock which this Corporation shall have authority to issue is 5,000,010,000,000 &hares; consisting of: (a) 5,000,000,000,000 shares of common stock, par value $0.001 per share (hereinafter the "Common Stock"); and (b) 10,000,000 shares of preferred stock, par value $0.001 per share (hereinafter the "Preferred Stock'"). Within twelve (12) months after the date this Certificate of Amendment to the Amended and Restated Articles of Incorporation is filed with the Secretary of State of the State of Nevada, the Corporation shall have the right to cause a reverse split of the Common Stock, on up to five (5) separate occasions, each to be in a ratio of up to thirty thousand (30,000) to one (1), such that the number of issued and outstanding shares of Common Stock designated by the board of directors of the Company In a resolution (in amount not to exceed thirty thousand (30,000)) will, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock and the number of authorized shares hereinabove shall not be subject to said adjustment; provided, however that this Corporation shall issue no fractional shares as a result of the actions set forth herein, but instead, at the election of the board of directors of the Corporation, any fractional shares resulting from such conversion will be either rounded up the nearest whole number or the holders of the fractional shares that would have resulted from such reverse stock split will be paid in cash In a proportionate amount based on the average closing price of the Common Stock as reported by the OTC for the five trading days immediately preceding the date of the reverse stock split.

 

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater .proportion of the voting power as may be required in the case of a vote by classes or series. or as may be required by the provisions of the articles of incorporation"' have voted in favor of the amendment is:         719,218,446

 

 

4. Effective date and time of filing: (optional)                           Date:                                      Time:

(must not be later than 90 days after the certificate is filed)

 

5. Signature: (required)

 

 

* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

 

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

 

This form must be accompanied by appropriate fees .

 

Nevada Secretary of State Amend Profit-After

Revised: 1-5-15