AIRBORNE WIRELESS NETWORK (OTCMKTS:ABWN) Files An 8-K Material Modification to Rights of Security HoldersItem 3.03 Material Modification of Rights of Security Holders.
As previously disclosed, 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 that increased the number of authorized shares of stock and granted the board of directors of the Company (the “Board”) the authority to effect up to five separate reverse splits of the Company’s common stock (“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.
In accordance with the stockholder authorization, the Board approved a 30,000-to-1 reverse stock split, effective August 24, 2018. The Company filed a Certificate of Change (the “Certificate of Change”) with the Secretary of State of the State of Nevada on August 22, 2018 to provide notice of the pending effectiveness of the Reverse Split. The Reverse Split became effective as of 11:59 p.m. on August 24, 2018. As a result of the Reverse Split, every 30,000 pre-split shares of Common Stock outstanding were automatically combined into one (1) new share of Common Stock without any action on the part of the holders, and the number of outstanding shares of Common Stock was be reduced from approximately 8,888,443,700 shares to approximately 296,000 shares (subject to rounding of fractional shares). The Company issued one whole share of the post-Reverse Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Split. As a result, no fractional shares have been issued in connection with the Reverse Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Split.
In addition, to their terms, a proportionate adjustment will be made to the per share exercise price and number of shares issuable under all of the Company’s outstanding shares of preferred stock and stock options and warrants to purchase shares of common stock, and the number of shares authorized and reserved for issuance to the Company’s equity incentive plan will be reduced proportionately.
After the Reverse Split, the Company’s common stock will trade under the symbol "ABWND" for 20 business days, afer which the symbol will revert to “ABWN.” The new CUSIP number for the Company’s common stock following the Reverse Split is 00928L 300.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. A copy of the Certificate of Change is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 8.01 Other Events.
On August 24, 2018, the Company issued a press release announcing the effectiveness of the Reverse Split. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
AIRBORNE WIRELESS NETWORK ExhibitEX-3.1 2 abwn_ex31.htm EX-3.1 abwn_ex31.htmEXHIBIT 3.1 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City,…To view the full exhibit click here
About AIRBORNE WIRELESS NETWORK (OTCMKTS:ABWN)
Airborne Wireless Network, formerly Ample-Tee, Inc., is a development-stage company. The Company is developing a meshed network. The Company is seeking opportunities for the acquisition of assets. For its wholesale carrier network, the Company intends to use commercial aircraft as mini-satellites. The Company’s wholesale carrier network would be the airborne broadband pipeline, providing connectivity for broadband carrier services using commercial aircraft. As of May 31, 2016, the Company had no operations and had not earned any revenues.
