Exhibit 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code:
Rasna Therapeutics, Inc.
420 Lexington Avenue, Suite 2525, New York, NY 10170
(Former name or former address, if changed since last report)
Copies to:
Jeffrey Fessler, Esq.
Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza
New York, New York 10112
Telephone: (212) 653-8700
Facsimile: (212) 653-8701
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)) |
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. ☐
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, $0.001 par value | RASP | OTC Pink |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 24, 2023, Rasna Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation in Nevada (the “Certificate of Amendment”) changing its name to Actavia Life Sciences, Inc. The foregoing summary of the Certificate of Amendment does not purport to be complete and is subject to, and qualified in its entirety by the form of such document attached as Exhibit 3.1 to this Current Report on Form 8-K which is incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Articles of Incorporation of Rasna Therapeutics, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 thereunto duly authorized.
Date: October 26, 2023
| ACTAVIA LIFE SCIENCES, INC. | |||
| By: | /s/ Keeren Shah | ||
| Name: | Keeren Shah | ||
| Title: | Chief Financial Officer | ||
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Exhibit 3.1