Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On March 18, 2021, the Board of Directors (the "Board") of Ecomax, Inc.
(formerly known as Ecomat, Inc., the "Company"), adopted resolutions by
unanimous written consent approving 1) a reverse split of the Company's common
stock at a ratio of 1-for-10, whereby every 10 shares of the issued and
outstanding common stock shall be combined into one share of issued and
outstanding common stock (the "Reverse Stock Split"); 2) an increase in the
number of the authorized capital stock from 75,000,000 to 500,000,000, with the
par value remaining at $0.0001 per share, which authorized capital stock would
consist of 450,000,000 shares of common stock, par value $0.0001 per share, and
50,000,000 shares of preferred stock, par value $0.0001 per share, after the
increase (the "Increase of Authorized Stock"); 3) a change of the Company's name
and ticker from "Ecomat, Inc." and "ECMT" to "Ecomax, Inc." and "ECMX,"
respectively, subject to availability of such name and ticker (the "Change of
Name," together with the Reverse Stock Split and the Increase of Authorized
Stock, the "Corporate Actions"); 4) amendments to its articles of incorporation
to reflect the Corporate Actions (the "Amendments of Articles of
Incorporation"); and 5) a proposal that such resolutions be submitted for a vote
of the stockholders of the Company.
The actions taken by the Board with respect to the Corporate Actions and the
Amendments of Articles of Incorporation were subsequently adopted by the written
consent of the Company's stockholder entitled to vote a majority of the shares
of common stock then outstanding on March 18, 2021.
On April 13, 2021, the Company filed a Definitive Information Statement on
Schedule 14C with the Securities and Exchange Commission (the "SEC") to disclose
the Corporate Actions.
The Reverse Stock Split
On April 20, 2021, the Company filed a certificate of change (the "Certificate
of Change") with the Secretary of State of the State of Nevada to effect the
Reverse Stock Split.
On April 28, 2021, the Company filed an Issuer Notification Form with FINRA
requesting confirmation of the Reverse Stock Split.
On May 20, 2021, the Financial Industry Regulatory Authority ("FINRA") informed
the Company that the Reverse Stock Split would become effective on May 21, 2021.
As a result of the Reverse Stock Split, every 10 shares of the Company's issued
and outstanding common stock were converted automatically into one share of
common stock. No cash or fractional shares were issued in connection with the
Reverse Stock Split, and instead the Company rounded up to the next whole share
in lieu of issuing factional shares that would have been issued in the Reverse
Stock Split.
A copy of the Certificate of Change is attached to this Current Report as
Exhibit 3.1.
The Change of Name and Ticker
On April 21, 2021, the Company filed a Certificate of Amendment with the
Secretary of State of the State of Nevada to effect the Change of Name.
On April 28, 2021, the Company filed an Issuer Notification Form with FINRA
requesting confirmation of the Change of Name.
On May 20, 2021, FINRA informed the Company that the change of the Company's
name to "Ecomax, Inc." would become effective on May 21, 2021. The new ticker
symbol EMAX will not be effective for 20 business days. For a reverse split, a
"D" will be appended as the 5th character for 20 business days including the
effective date. After 20 business days the new symbol will be EMAX. Accordingly,
our ticker symbol on OTC Markets will be ECMTD for 20 business days from May 21,
2021. In addition, the Company's common stock has been assigned a new CUSIP
number 27889C300.
The Change of Name does not affect the rights of the Company's security holders.
The Company's securities will continue to be quoted on the OTC Markets.
Following the Change of Name, the stock certificates, which reflect the former
name of the Company, will continue to be valid.
A copy of the Certificate of Amendment is attached to this Current Report as
Exhibit 3. 2.
The Increase of Authorized Stock
On April 21, 2021, the Company filed the Certificate of Amendment with the
Secretary of State of the State of Nevada to effect the Change of Name and the
Increase of Authorized Stock.
A copy of the Certificate of Amendment is attached to this Current Report as
Exhibit 3.2.
Item 9.01 Financial Statements and Exhibits.
3.1 Certificate of Change dated as of April 20, 2021
3.2 Certificate of Amendment dated as of April 21, 2021 and Nevada State
Business License dated as of April 22, 2021
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