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): April 22, 2019 (April 19, 2019)
Moxian,
Inc.
(Exact name of registrant as specified in
its charter)
| Nevada |
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000-55017 |
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27-3729742 |
(State or other jurisdiction
of incorporation) |
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(Commission File
Number) |
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(IRS Employer
Identification Number) |
Units B & C, 9/F, Block D Fuhua Tower,
8 Chaoyangmen North Street Dongcheng
District,
Beijing 100027 People’s Republic
of China
(address of principal executive offices) (zip
code)
Tel: +86 (010) 5332 0602
(registrant’s telephone number, including
area code)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging
growth company as defined in 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 3.03. |
Material Modification to Rights of Security Holders. |
As previously disclosed,
the Board of Directors of Moxian, Inc. (the “Registrant” or “Company”), approved, on April
3, 2019, a 1-for-5 reverse stock split of the Company’s (a) authorized shares of common stock; and (b) issued and outstanding
shares of common stock (the “Reverse Stock Split”).
Reason for the Reverse Stock Split
The Reverse Stock Split
was effected solely to enable the Company to expeditiously meet the NASDAQ continued listing standards relating to the minimum
bid price (which the Company was previously advised it was in non-compliance with) and to reduce the risk of the Company being
automatically delisted from the NASDAQ Capital Market due to the closing bid price of its common stock falling below $1.00 per
share for 30 consecutive business days, which typically triggers the NASDAQ to begin delisting procedures regarding a listed company’s
securities.
Effects of the Reverse Stock Split
Effective Date;
Symbol; CUSIP Number. The Reverse Stock Split became effective at 8:00 p.m. EDT on April 19, 2019, and was reflected with
the NASDAQ Capital Market and in the marketplace at the open of business on April 22, 2019 (the “Effective Date”),
whereupon the shares of common stock began trading on a split-adjusted basis. In connection with the Reverse Stock Split, the Company’s
shares of common stock continue to trade on the NASDAQ Capital Market under the symbol “MOXC” but trade under a new
CUSIP Number, 624697 306.
Split Adjustment;
No Fractional Shares. On the Effective Date, the total number of shares of the Company’s common stock held by each
shareholder were converted automatically into the number of whole shares of common stock equal to (i) the number of issued and
outstanding shares of common stock held by such shareholder immediately prior to the Reverse Stock Split, divided by (ii) 5.
No fractional shares
were issued, and no cash or other consideration has been paid. Instead, the Company has issued one whole share of the post-Reverse
Stock Split common stock to any shareholder who otherwise would have received a fractional share as a result of the Reverse Stock
Split.
Non-Certificated
Shares; Certificated Shares. Stockholders who are holding their shares in electronic form at brokerage firms do not have
to take any action as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.
Stockholders holding
paper certificates may (but are not required to) send the certificates to the Company’s transfer agent at the address given
below. The transfer agent will issue a new share certificate reflecting the terms of the Reverse Stock Split to each requesting
shareholder.
Island Stock Transfer
15500 Roosevelt Blvd., Suite 301
Clearwater, Florida 33760
Phone: (727) 289-0010
Fax: (727) 289-0069
Please contact Island
Stock Transfer for further information, related costs and procedures before sending any certificates.
State Filing.
The Reverse Stock Split was effected by the Company filing a Certificate of Change (the “Certificate”) pursuant
to Nevada Revised Statutes (“NRS”) Section 78.209 with the Secretary of State of the State of Nevada on April 9, 2019.
The Certificate was not effective until the Effective Date. Under Nevada law, no amendment to the Company’s Articles of Incorporation
is required in connection with the Reverse Stock Split. A copy of the Certificate is attached hereto as Exhibit 3.1 and
incorporated herein by reference.
No Stockholder
Approval Required. Under Nevada law, because the Reverse Stock Split was approved by the Board of Directors of the Company
in accordance with NRS Section 78.207, no shareholder approval was required. NRS Section 78.207 provides that the Company may effect
the Reverse Stock Split without shareholder approval if (x) both the number of authorized shares of common stock and the number
of outstanding shares of common stock are proportionally reduced as a result of the Reverse Stock Split; (y) the Reverse Stock
Split does not adversely affect any other class of stock of the Company; and (z) the Company does not pay money or issue scrip
to shareholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split. As described
herein, the Company has complied with these requirements.
Capitalization.
Prior to the Effective Date of the Certificate, the Company was authorized to issue 250,000,000 shares of common stock. As a result
of the Reverse Stock Split, the Company is authorized to issue 50,000,000 shares of common stock (the Company’s authorized
shares of common stock were reduced in the same ratio (1-for-5) as its outstanding common stock was reduced). As of April 19, 2019
(immediately prior to the Effective Date), there were 67,357,222 shares of common stock outstanding. As a result of the Reverse
Stock Split, there are approximately 13,471,445 shares of common stock outstanding (subject to adjustment due to the effect of
rounding fractional shares into whole shares). The Reverse Stock Split will not have any effect on the stated par value of the
common stock.
The Reverse Stock Split
does not affect the Company’s authorized preferred stock. After the Reverse Stock Split, the Company’s authorized preferred
Stock of 100,000,000 shares remained unchanged. Additionally, the Reverse Stock Split will not affect the par value of the preferred
stock, or previously designated series of preferred stock, except to affect, where applicable, the conversion rates and voting
rights of such preferred stock.
Each shareholder’s
percentage ownership interest in the Company and proportional voting power remains virtually unchanged as a result of the Reverse
Stock Split, except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights
and privileges of the holders of shares of common stock will be substantially unaffected by the Reverse Stock Split.
All options, warrants
and convertible securities of the Company outstanding immediately prior to the Reverse Stock Split (to the extent they don’t
provide otherwise) will be appropriately adjusted by dividing the number of shares of common stock into which the options, warrants
and convertible securities are exercisable or convertible by 5 and multiplying the exercise or conversion price thereof by 5, as
a result of the Reverse Stock Split.
| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information required
by this Item 5.03 is set forth in Item 3.03 above, which information is incorporated herein by reference.
| Item 8.01 |
Other Information |
On April 22, 2019,
the Company issued a press release announcing the effectiveness of the 1-for-5 reverse stock split of the Company’s issued,
outstanding and authorized common stock, pursuant to NRS Section 78.207 and the filing of a Certificate of Change Pursuant to NRS
Section 78.209. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated in this Item 8.01
by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
* Filed herewith.
** Furnished herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MOXIAN, INC. |
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| Date: April 22, 2019 |
By: |
/s/ Tan Wan Hong |
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Name: |
Tan Wan Hong |
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Title: |
Chief Financial Officer |
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