STEALTH TECHNOLOGIES, INC. (OTCMKTS:STTH) 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; CHANGES IN FISCAL YEAR
On October 24, 2019, the Company’s Board of Directors voted to amend the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 750,000,000 to 2,000,000,000 to remain in compliance with the debt covenants contained within the Company’s outstanding convertible notes.
On October 28, 2019, a majority of the holders of the Company’s voting stock (common stock and Series A Preferred Stock (“Series A”)) approved an Amendment to the Company’s Articles of Incorporation increasing the authorized shares of common stock from 750,000,000 to 2,000,000,000. As of October 28, 2019, the Company had 97,030,084 shares of common stock outstanding and 1,000,000 shares of Series A outstanding. The Company’s Series A holders have voting rights equal to 1,000 votes for each share of Series A held for a total of 1,000,000,000 possible votes.
On December 11, 2019, the Company filed a Certificate of Change to NRS 78.209 with the Secretary of State of the State of Nevada to amend its Articles of Incorporation. The filing became effective on December 11, 2019.
Forward-Looking Statements and Limitation on Representations
This Current Report on Form 8-K includes forward-looking statements relating to matters that are not historical facts. Forward-looking statements may be identified by the use of words such as “expect,” “intend,” “believe,” “will,” “should,” “would” or comparable terminology or by discussions of strategy. While the Company believes its assumptions and expectations underlying forward-looking statements are reasonable, there can be no assurance that actual results will not be materially different. The Company assumes no duty to update any forward-looking statements other than as required by applicable law.
The Amendment to the Company’s Articles of Incorporation (hereinafter the ‘Amendment”) and other disclosures included in this Current Report on Form 8-K are intended to provide shareholders and investors with information regarding the changes in the Company’s capital structure, and not to provide shareholders and investors with any other factual information regarding the Company or its subsidiaries or their respective business. You should not rely on the representations and warranties in the Amendment or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Amendment, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Other than as disclosed in this Current Report on Form 8-K, as of the date of this Current Report on Form 8-K, the Company is not aware of any material facts that are required to be disclosed under the federal securities laws that would contradict the representations and warranties in the Amendment. The Company will provide additional disclosure in its public reports to the extent that it is aware of the existence of any material facts that are required to be disclosed under federal securities laws and that might otherwise contradict the representations and warranties contained in the Amendment and will update such disclosure as required by federal securities laws. Accordingly, this 8-K and the Amendment should not be read alone, but should instead be read in conjunction with the other information regarding the Company and its subsidiaries that has been, is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q, Forms 8-K, proxy statements, registration statements and other documents that the Company files with the SEC.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
| 10.1 | Amendment to Articles of Incorporation dated December 11, 2019 |
STEALTH TECHNOLOGIES, INC. Exhibit
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About STEALTH TECHNOLOGIES, INC. (OTCMKTS:STTH)
Stealth Technologies, Inc., formerly Excelsis Investments, Inc., is engaged in identifying and capitalizing on emerging technology and associated markets. The Company’s operations are focused on product development and sales in the Personal Financial Protection and Data Protection businesses. Its consumer product, the Stealth Card, is designed to protect the enabled card acceptance Europay, MasterCard and Visa (EMV) chip in a consumer’s credit card from electronic pickpocketing that uses a smartphone, credit card reader or radio-frequency identification (RFID) antenna to remotely access data stored on the consumer’s EMV Smartchip. The data includes an individual’s credit card number, name and provides the potential criminal with access to a card’s EMV frequency. The Company sells its products to both the consumer and business-to-business markets. It sells products to consumers through its e-commerce Website. Its business-to-business sales take place at the customer’s location.