Item 3.02. Unregistered Sales of
On
The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), for the issuance of 33,855,027 shares of common stock pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder because, among other things, the transaction did not involve a public offering, Messrs. Carter and Rhee are accredited investors, Messrs. Carter and Rhee acquired the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed in the definitive information statement on Schedule 14C
filed with the
? Amendment of the Company's articles of incorporation, as amended (the "Articles"), to change the Company's corporate name fromLiberated Solutions, Inc. toNgen Technologies Holdings Corp. (the "Name Change"); ? Amendment of the Company's Articles to effect a reverse stock split of the outstanding shares of common stock, by a ratio of 1-for-2,000, with any fractional shares being rounded up to the next higher whole share (the "Reverse Stock Split"); and ? Immediately after effectiveness of the Reverse Stock Split, amendment of our Articles to decrease the number of authorized shares of common stock from 6,000,000,000 to 3,000,000,000 (the "Authorized Share Decrease" and collectively with the Name Change and the Reverse Stock Split, the "Corporate Actions").
Effectiveness of the Corporate Actions was dependent on, among other things,
approval of the Corporate Actions by the
? The Company changed its corporate name fromLiberated Solutions, Inc. toNgen Technologies Holdings Corp. , ? The Company effected the 1-for-2,000 Reverse Stock Split, and ? The Company effected the Authorized Share Decrease.
In order to effect the Corporate Actions, the Company filed a Certificate of
Amendment to Designation (the "Amendment") on
No fractional shares were issued in connection with the Reverse Stock Split.
Rather, upon completion of the Reverse Stock Split, in lieu of any fractional
shares that would be issued, such fractional shares were rounded up to the next
higher whole share. Following effectiveness of the Reverse Stock Split and the
Authorized Share Decrease, the Company had 3,000,000,000 authorized shares of
common stock, and 1,857,638 shares of common stock issued and outstanding.
Following the common stock issuance described in Item 3.02 above, there were
35,712,665 shares of common stock issued and outstanding. In accordance with
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to Series X Designation.
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