MILC Millennium Sustainable Ventures Corporation (CE)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

 

Millennium Sustainable Ventures Corp.

(Exact name of registrant as specified in its charter)

 

Delaware		20-4531310
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

 

301 Winding Road

Old Bethpage, NY 11804

(212) 750-0371

(Address of principal executive offices) (Zip Code)

 

Securities to be registered to Section 12(b) of the Act:

 

Title of each class to be so registered:		Name of each exchange on which each class is to be registered:

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☐

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☒

 

If this form relates to the registration of a class of securities concurrently with Regulation A offering, check the following box. ☐

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: Not Applicable

 

Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001 per share

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1. Description of Registrant’s Securities to be Registered.

 

Holders of shares of the Registrant’s common stock, par value $0.0001 per share (the “Common Stock”), are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Except as otherwise provided in the Registrant’s amended and restated certificate of incorporation or as required by law, all matters to be voted on by the Registrant’s stockholders other than matters relating to the election and removal of directors must be approved by a majority of the shares present in person or by proxy at the meeting and entitled to vote on the subject matter or by a written resolution of the stockholders representing the number of affirmative votes required for such matter at a meeting.

 

Holders of shares of Common Stock are entitled to receive dividends when and if declared by the Registrant’s board of directors out of funds legally available therefor, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock.

 

Upon the Registrant’s dissolution or liquidation or the sale of all or substantially all of the Registrant’s assets, after payment in full of all amounts required to be paid to creditors and subject to any rights of preferred stockholders, the holders of shares of Common Stock will be entitled to receive pro rata the Registrant’s remaining assets available for distribution.

 

Holders of shares of Common Stock do not have preemptive, subscription, redemption, or conversion rights. There will be no redemption or sinking fund provisions applicable to the Common Stock.

 

The Registrant’s amended and restated certificate of incorporation authorizes the issuance of up to 12,000,000 shares of Common Stock.

 

The Registrant’s board of directors also has the authority, without action by the Registrant’s stockholders, to designate and issue up to 5,000 shares of preferred stock in one or more series or classes and to designate the rights, preferences and privileges of each series or class, which may be greater than the rights of the Common Stock. There are no shares of preferred stock designated or outstanding.

 

Item 2. Exhibits.

 

Exhibit 3.1		Amended and Restated Certificate of Incorporation dated June 19, 2006 filed as an exhibit to the Registrant’s Statement on Form 1 (File No.: 333-133189) filed on April 10, 2006, incorporated herein by reference.
Exhibit 3.2		Certificate of Amendment to Registrant’s Amended and Restated Certificate of Incorporation dated June 19, 2006 filed as an exhibit to Amendments No. 4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-133189) filed on June 28, 2006, incorporated herein by reference.
Exhibit 3.3		Certificate of Amendment to Registrant’s Amended and Restated Certificate of Incorporation dated January 17, 2008 filed as an exhibit to Post-Effective Amendment No. 1 to Form S-1 on Form S-3 (File No. 333-133189) filed on January 28, 2008, incorporated herein by reference.
Exhibit 3.4		Certificate of Amendment to Registrant’s Amended and Restated Certificate of Incorporation dated February 24, 2014 filed as an exhibit to Amendment No. 1 to the Registrant’s Form N-2 (File No. 811-22156) filed on November 4, 2014, incorporated herein by reference.
Exhibit 3.5		By-laws of Registrant filed as an exhibit to the Registration Statement on Form S-1 (File No. 333-133189) filed on April 10, 2006, incorporated herein by reference.
Exhibit 3.6		Amended and Restated By-laws of Registrant incorporated herein by reference to Exhibit 3.1 to the Form 8-K (File No. 811-22156) filed with Securities and Exchange Commission on October 4, 2021.

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

	MILLENNIUM SUSTAINABLE VENTURES CORP.
	By:	/s/ David H. Lesser
		David H. Lesser
		Chairman, CEO, CFO, Secretary and Treasurer (Principal executive officer, principal financial officer and principal accounting officer)
		Date: July 27, 2022