Item 5.07 Submission of Matters to a Vote of Security Holders
On July 21, 2022, the holders of a majority of the issued and outstanding
capital stock of Quest Water Global, Inc. (the "Company") approved an increase
in the Company's authorized capital from 95,000,000 shares of common stock, par
value $0.00001 per share, to 500,000,000 shares of common stock, par value
$0.00001 per share (the "Authorized Capital Increase"). On the same date, the
Company formally completed the Authorized Capital Increase by filing a
Certificate of Amendment with the Delaware Secretary of State, a copy of which
is included as Exhibit 3.5 to this current report on Form 8-K.
The Authorized Capital Increase did not affect the terms of the Company's
preferred stock, $0.000001 par value per share, 5,000,000 shares of which remain
authorized for issuance under the Company's certificate of incorporation, as
amended.
On July 22, 2022, the Company entered into debt conversion agreements with John
Balanko, the Chairman, President, Chief Executive Officer and a director of the
Company, and Peter Miele, the Vice President, Chief Financial Officer, Secretary
and a director of the Company, pursuant to which each of Mr. Balanko and Mr.
Miele converted $1,519,000 in debt for accrued, unpaid management fees between
April 9, 2014 and June 30, 2022, into 23,369,230 shares of the Company's common
stock at a price of $0.065 per share, being the closing price of the Company's
common stock on OTC Markets on that date.
The Company issued the 46,738,460 shares to Mr. Balanko and Mr. Miele in
reliance upon the exemptions from registration provided by Section 4(a)(2) of
the Securities Act of 1933, as amended (the "Securities Act"), and Rule 903 of
Regulation S under the Securities Act. The Company's reliance on Section 4(a)(2)
was based on the fact that the issuance to Mr. Balanko did not involve a "public
offering" and he provided representations to the Company that he acquired the
shares for investment purposes and not with a view to any resale, distribution
or other disposition in violation of United States securities laws or applicable
state securities laws. The Company's reliance on Rule 903 of Regulation S was
based on the fact that the issuance to Mr. Miele occurred in an "offshore
transaction", as that term is defined in Rule 902(h) of Regulation S. The
Company did not engage in any directed selling efforts in the United States in
connection with the issuance of these shares, and Mr. Miele is not a U.S. person
and did not acquire the shares for the account or benefit of any U.S. person.
Item 9.01 Financial Statements and Exhibits
Exhibit
Number Exhibit Description
3.5 Certificate of Amendment filed with the Delaware Secretary of State on
July 21, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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