Current Report Filing (8-k)
July 27 2022 - 7:50AM
Edgar (US Regulatory)
0001487091
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--12-31
0001487091
2022-07-21
2022-07-21
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iso4217:USD
xbrli:shares
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): July 21,
2022
QUEST
WATER GLOBAL, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
333-168895 |
|
27-1994359 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
Suite
209 – 828 Harbourside Drive North
Vancouver,
British
Columbia,
Canada |
|
V7P
3R9 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(888)
897-5536
(Registrant’s
telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
|
☐ |
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 |
N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
3.02 Unregistered Sales of Equity Securities
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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
SIGNATURES
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.
Dated:
July 26, 2022 |
QUEST
WATER GLOBAL, INC. |
|
|
|
|
By: |
/s/
John Balanko |
|
|
John
Balanko |
|
|
Chairman,
President, Chief Executive Officer, Director |
Quest Water Global (PK) (USOTC:QWTR)
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