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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