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): April 12, 2022
FOURTH WAVE ENERGY, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55647 | 47-4046237 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301
(Address of Principal Executive Offices, and Zip Code)
(707) 687-9093
Registrant’s Telephone Number, Including Area Code
350 North Orleans Street, Suite 9000N, Chicago, IL 60654
(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 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 |
| None | Not Applicable | Not Applicable |
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 12, 2022, the Board of Directors of Fourth Wave Energy, Inc. (the “Company”) approved amendments to the Company’s Bylaws, effective immediately. The two substantive changes to the Bylaws that were implemented by the amendments were (i) a change to the voting standard from a majority of the shares represented at the meeting standard to a majority of the votes cast standard for all matters other than the election of directors or as required under the Company’s Articles of Incorporation or the Bylaws and (ii) adding a provision which prescribes the method for shareholders to follow in order to add nominations and proposals to be properly added to the agenda at an annual meeting. The preceding description is qualified in its entirety by reference to the Amendment No. 1 to the Bylaws, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Exhibits, Financial Statement Schedules
(d) Exhibits
| Exhibit No. | Exhibit Description |
| 3.1 | Amendment No. 1 to the Bylaws |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| FOURTH WAVE ENERGY, INC. | ||
| Date: April 15, 2022 | By: | /s/ Charles Faulkner |
| Name: | Charles Faulkner | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
Amendment No. 1 to the Bylaws
Section 3.11 is deleted in its entirety and the following is inserted in its place:
3.11 Manner of Acting. If a quorum is present, action other than the election of directors is approved if the votes cast in favor of the action exceed the votes cast against the action on the subject matter shall be the act of the stockholders, unless the vote of a greater proportion or number or voting by classes is otherwise required by statute or by the Articles of Incorporation or these Bylaws.
Sections 3.17 (C), (D), (E), (F) and (G) are deleted in their entirety.
(C) Any person who
has been a stockholder of record of the corporation for at least six (6) months immediately preceding his demand, or any person holding,
or thereunto authorized in writing by the holders of, at least 5 percent of all of its outstanding shares, upon at least five (5) days'
written demand is entitled to inspect in person or by agent or attorney, during usual business hours, the stock ledger or duplicate stock
ledger, whether kept in the registered office of the corporation in Nevada or elsewhere, and to make extracts therefrom. Holders of voting
trust certificates representing shares of the corporation must be regarded as stockholders for the purpose of this subsection.
(D) An inspection
authorized by subsection (C) may be denied to a stockholder or other person upon his refusal to furnish to the corporation an affidavit
that the inspection is not desired for a purpose which is in the interest of a business or object other than the business of the corporation
and that he has not at any time sold or offered for sale any list of stockholders of any domestic or foreign corporation or aided or abetted
any person in procuring any such record of stockholders for any such purpose.
(E) In every instance
where an attorney or other agent of the stockholder seeks the right of inspection, the demand must be accompanied by a power of attorney
executed by the stockholder authorizing the attorney or other agent to inspect on behalf of the stockholder.
(F) The right to copy
records under subsection (C) includes, if reasonable, the right to make copies by photographic, photocopy, or other means.
(G) The corporation
may impose a reasonable charge to recover the costs of labor and materials and the cost of copies of any documents provided to the stockholder.
The following is added as Section 3.18:
3.18 Stockholder Nominations and Proposals. For business (including, but not limited to, director nominations) to be properly brought before an annual meeting by a stockholder, the stockholder or stockholders of record intending to propose the business (the “proposing stockholder”) must have given written notice of the proposing stockholder's nomination or proposal, either by personal delivery or by United States mail to the Secretary no earlier than 90calendar days and no later than 60 calendar days prior to the date such annual meeting is to be held. If the current year's meeting is called for a date that is not within 30 days of the anniversary of the previous year's annual meeting, notice must be received no later than ten calendar days following the day on which public announcement of the date of the annual meeting is first made. In no event will an adjournment or postponement of an annual meeting of stockholders begin a new time period for giving a proposing stockholder's notice as provided above.
For business to be properly brought before a special meeting of stockholders, the notice of the meeting sent by or at the direction of the person calling the meeting must set forth the nature of the business to be considered. A person or persons who have made a written request for a special meeting may provide the information required for notice of a stockholder proposal under this section simultaneously with the written request for the meeting submitted to the Secretary or within ten calendar days after delivery of the written request for the meeting to the Secretary.
A proposing stockholder's notice shall include as to each matter the proposing stockholder proposes to bring before either an annual or special meeting:
(a) The name and address of the proposing stockholder.
(b) The class and number of shares of capital stock of the Corporation held by the proposing stockholder.
(c) If the notice regards a nomination of a candidate for election as director: (i) the name, age, and business and residence address of the candidate; (ii) the principal occupation or employment of the candidate; and (iii) the class and number of shares of the Corporation beneficially owned by the candidate.
(d) If the notice regards a proposal other than a nomination of a candidate for election as director, a brief description of the business desired to be brought before the meeting and the material interest of the proposing stockholder in such proposal.