false --12-31 0001419051 0001419051 2024-02-21 2024-02-21 iso4217:USD xbrli:shares 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): February 21, 2024

 

THERAPEUTIC SOLUTIONS INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada   000-54554   45-1226465
(State or other jurisdiction
of incorporation or organization)		  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

 

701 Wild Rose Lane

Elk City, Idaho 83525

(Address of Principal Executive Offices and Zip Code)

 

(760) 295-7208

(Issuer’s telephone number)

 

Not Applicable

(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:

 

☐ 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
Common Stock   TSOI   OTC Markets

 

 

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On February 20, 2024, after gaining consent from a majority of voting shareholders, we caused to be filed with the Nevada Secretary of State a Certificate of Amendment to Articles of Incorporation to effect an amendment (the “Amendment”) increasing the aggregate number of shares which the corporation shall have authority to issue from 5,500,000,000 to 6,500,000,000 shares of stock having a $.001 par value per share, and 5,000,000 shares of Preferred Stock having a $.001 par value per share.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On February 19, 2024, our stockholders acted by way of nonunanimous majority written consent action (pursuant to a solicitation of consents upon unanimous board of directors approval commenced on February 18, 2024, and in lieu of a special meeting of stockholders) to approve the Amendment. In order for the Articles Amendment to be approved pursuant to Nevada law, we must receive the written consent of a majority of the outstanding shares of Common Stock (the “Requisite Consents”). Each share of Common Stock entitles the holder of record to one vote. Failure to vote (return a written consent form) at all will have the effect of a vote against the Articles Amendment. Abstentions will have the effect of a vote against the Articles Amendment

 

Each member of our board of directors and holders of Series A Preferred, Timothy G. Dixon, and Thomas E. Ichim, have indicated their intent to give written consent (as shareholder) in favor of the Articles Amendment.

 

The Holder of the Series A Preferred Stock shall be entitled to vote on all matters subject to a vote or written consent of the holders of the Corporation’s Common Stock, and on all such matters, the share of Series A Preferred Stock shall be entitled to that number of votes equal to the number of votes that all issued and outstanding shares of Common Stock and all other securities of the Corporation are entitled to, as of any such date of determination, on a fully diluted basis, plus One Million (1,000,000) votes, it being the intention that the Holder(s) of the Series A Preferred Stock shall have effective voting control of the Corporation, on a fully diluted basis. The Holder(s) of the Series A Preferred Stock shall vote together with the holders of Common Stock as a single class.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are attached to this Current Report on Form 8-K:

 

Exhibit No.   Description
99.1   Certificate of Amendment to Articles of Incorporation, filed February 20, 2024
104   Cover Page Interactive Data File (Embedded within the Inline XBRL document)

 

 

 

 

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.

 

Date: February 21, 2024  
   
THERAPEUTIC SOLUTIONS INTERNATIONAL, INC.  
     
By: /s/ Timothy Dixon  
  Timothy Dixon  
  Chief Executive Officer  

 

 

 

 

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Cover
Feb. 21, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 21, 2024
Current Fiscal Year End Date --12-31
Entity File Number 000-54554
Entity Registrant Name THERAPEUTIC SOLUTIONS INTERNATIONAL, INC.
Entity Central Index Key 0001419051
Entity Tax Identification Number 45-1226465
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 701 Wild Rose Lane
Entity Address, City or Town Elk City
Entity Address, State or Province ID
Entity Address, Postal Zip Code 83525
City Area Code (760)
Local Phone Number 295-7208
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol TSOI
Therapeutic Solutions (PK) (USOTC:TSOI)
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