QUEST SOLUTION, INC. (OTCMKTS:QUES) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 18, 2019, Quest Solution, Inc. (the “Company”) filed an amendment to its Certificate of Incorporation, as amended (the “Amendment”), with the Secretary of State of Delaware, to which the Company i) changed its name from Quest Solution, Inc. to OMNIQ Corp (the “Name Change”) and ii) effected a reverse split of its common stock at a ratio of one (1) for twenty (20) (the “Reverse Split”). The Amendment will be effective at 8:00 a.m. Eastern Time on November 20, 2019 (the “Effective Time”).
The Amendment provides that, at the Effective Time, every twenty shares of the Company’s issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock, without any change in par value per share. As a result of the Reverse Split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options and warrants issued by the Company and outstanding immediately prior to the Effective Time, which will result in a proportionate decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock units and warrants, and, in the case of stock options and warrants, a proportionate increase in the exercise price of all such stock options and warrants. In addition, the number of shares authorized for future grant under the Company’s equity incentive/compensation plans immediately prior to the Effective Time will be reduced proportionately.
The Company’s common stock will begin trading on the OTC Market on a split-adjusted basis under the temporary stock symbol of “QUESD” when the market opens on November 20, 2019. The “D” will appear on the Company’s ticker symbol for the next 20 business days. The new CUSIP number for the Company’s common stock following the Reverse Split is 68217M 107.
The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 8.01 Other Events.
On November 18, 2019 the Company issued a press release. A copy of the press release is attached hereto and incorporated herein by reference in its entirety as Exhibit 99.1.
Item 9.01 Financial statements and Exhibits
(d) Exhibits.
| 3.1 | Form of Certificate of Amendment to the Certificate of Incorporation, as amended, of Quest Solution, Inc., dated November 18, 2019. |
| 99.1 | Press Release, dated November 18, 2019. |
Quest Solution, Inc. Exhibit
EX-3.1 2 ex3-1.htm Form of Certificate of Amendment of Certificate of Incorporation of Quest Solution,…
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About QUEST SOLUTION, INC. (OTCMKTS:QUES)
Quest Solution, Inc., formerly Amerigo Energy, Inc., is a national mobility systems integrator. The Company focuses on the design, delivery, deployment and support of integrated mobile solutions. It offers end-to-end solutions, which include hardware, software, communications and lifecycle management services. It offers a suite of configurable packaged software solutions, which include Order Entry, DSD and Route, Intelligent Order Entry, ITrack, Warehouse, Proof of Delivery, WTMiP and Easy Order. In addition, it guides companies through the development and deployment process, from selecting technology to the company-wide rollout of a customized solution that fits a company’s requirements. It performs a technical evaluation of the client’s operations and specific operational problems, and then determines the optimal hardware and software solutions. It delivers ongoing services provided throughout the deployment process and product life cycle. It also delivers installation services.