GALENFEHA, INC. (OTCMKTS:GLFH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers
On December 20, 2016, a majority had been recorded for the
approval for the election of the Board of Directors as Follows:
James Ketner Chairman Effective January 1, 2017 LaNell Armour
Director Effective January 1, 2017 Trey Moore Director Effective
January 1, 2017 Lucien Marioneaux Jr. Director Effective January
1, 2017
Mr. James Ketner has served as Chief Executive Officer on an
interim basis since October 27, 2016. He will assume the role of
Chief Executive Officer beginning January 1, 2017. Ms. LaNell
Armour will continue her role of Secretary/Treasurer beginning
January 1, 2017.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year
On December 1, 2016 the Company put forth to a vote to
shareholders, two (2) items for amendment to the Companys Bylaws.
The amendments were approved by a majority on December 20, 016.
These two amendments, specifically Article III – Section 11, and
Article VI – Section 1 (shown below), (i) grants the Board
Chairman two votes in cases of a tie, and (ii) outlines the
creation of a preferred class of stock. On December 20, 2016, the
Company also amended and reduced the authorized capital structure
of all classes of stock to be issued, from 500,000,000 to
200,000,000 total shares. This amendment was not put forth for a
vote to the shareholders.
ARTICLE III – BOARD OF DIRECTORS
SECTION 11. Board of Directors Voting. On matters put
forth for a vote by the Board of Directors, each director will be
allowed one vote. In the event of a tie, the Chairman of the
Board will be allowed two (2) votes in order to break the tie.
ARTICLE VI CAPITAL STOCK
SECTION 1. Authorized Shares. The total number of shares
of all classes of stock which the Corporation shall have
authority to issue is 200,000,000 shares, consisting of
150,000,000 shares of Common Stock, par value $0.001 per share,
and 50,000,000 shares of one or more series of Preferred Stock,
par value $0.001 per share. Each share represents a percentage
ownership of the company, and details of each class of stock will
be made public at the time of issuance.
Item 7.01 Regulation FD Disclosure
On December 20, 2016, shareholders of the company approved an
amendment to the Bylaws for the creation of preferred stock. The
preferred class of stock will consist of two (2) series, Series
A, and Series B. All affiliates of the company who purchased
stock during the formation of the company and who purchased stock
for financing activities at prices below market will move their
common shares into the Series B preferred stock, effective
immediately. The Series B votes 1:1; is subject to all splits the
same as common; converts back to common 1:1; and cannot be
converted back to common for resale in the open market until a 30
day VWAP (volume weighted average price) of $.45 cents has been
met in Galenfehas public trading market. All future sales of
company securities by affiliates will adhere to rules and
regulations of the Commission.
Affiliates who purchased stock at offering prices that were
current at the time of purchase, and affiliates who make open
market purchases and are directly responsible for a
merger/acquisition that brings retained earnings to the company,
can convert these common shares 1:1 into Series A preferred
stock. Series A votes 1:1; converts back to common 1:1; is not
subject to splits in order to facilitate mergers, acquisitions,
or meeting the requirements of a listed exchange; and cannot be
converted back to common for resale in the open market until a 30
day VWAP of $3.50 per share has been met in Galenfehas public
trading market. All future sales of company securities by
affiliates will adhere to rules and regulations of the
Commission.
A complete copy of the Companys Amended Bylaws is listed as an
exhibit:
| Exhibit 99.1 | Amended Company Bylaws |
About GALENFEHA, INC. (OTCMKTS:GLFH)
Galenfeha, Inc. is an engineering, product development and manufacturing company. The Company provides solutions for oil and natural gas production, as well as stored energy products across multiple industries. The Company provides these products and services through its Stored Energy and Oil and Gas division. The Company, through Daylight Pumps, LLC (Daylight), produces injections pumps to the oil and gas industry. It offers contractual engineering services, and develops and manufactures products for natural gas producers, and various industries mainly in the states of Texas and Louisiana. The Company’s product, Lithium iron Phosphate (LiFePO4) Stored Energy Systems, is available in over four battery sizes, including approximately 30 ampere hour (Ah), 40Ah, 120Ah and 120Ah Severe Duty (SD). Its other products include Daylight Chemical Injection Pumps, Galenfeha Custom Package Assemblies, Chargers and Portable Power Pack. GALENFEHA, INC. (OTCMKTS:GLFH) Recent Trading Information
GALENFEHA, INC. (OTCMKTS:GLFH) closed its last trading session up +0.0033 at 0.0740 with 123,341 shares trading hands.