8-K

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): October 12, 2020

AMERITYRE CORPORATION

(Exact name of registrant as specified in its charter)

NEVADA	000-50053	87-0535207
(State or other jurisdiction	(Commission File Number)	(IRS Employer ID No.)
of incorporation)

1501 Industrial Road, Boulder City, Nevada  89005

(Address of principal executive office)

Registrant's telephone number, including area code: (702) 293-1930

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: None  

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

On October 12, 2020 the Secretary of State of the State of Nevada finalized the September 23, 2020 submission of the Certificate of Withdraw for Amerityre Corporation related to the 2013 Series Convertible Preferred Stock (the “Withdraw”). The Withdraw was effective with the Secretary of State as of September 24, 2020.

The foregoing description of the rights, preferences, privileges and restrictions of the Withdraw does not purport to be complete and is qualified in its entirety by reference to the Certificate of Withdraw of the 2013 Series Convertible Preferred Stock, a copy of which was filed as Exhibit 3.2 to this Current Report on Form 8-K incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description of Exhibit
3.2	Certificate of Withdraw related to the 2013 Series Convertible Preferred Stock

SIGNATURES

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 hereunder duly authorized.

Dated:  October 12, 2020

AMERITYRE CORPORATION
By:
/s/ Michael F. Sullivan	/s/ Lynda R. Keeton-Cardno
Michael F. Sullivan Chief Executive Officer (Principal Executive Officer)	Lynda R. Keeton-Cardno Chief Financial Officer (Principal Financial and Accounting Officer)

EX-3.2

Exhibit 3.2

	BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov	Filed in the Office of    Secretary of State   State Of Nevada	Business Number C1578-1995
			Filing Number 202009729994
			Filed On 9/24/2020 9:52:00 AM
			Number of Pages 2

Certificate, Amendment or Withdrawal of Designation

NRS 78.1955, 78.1955(6)

☐  Certificate of Designation

☐  Certificate of Amendment to Designation - Before Issuance of Class or Series 

☐  Certificate of Amendment to Designation - After Issuance of Class or Series 

☒  Certificate of Withdrawal of Certificate of Designation

TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT

1. Entity information:	Name of entity: Amerityre Corporation Entity or Nevada Business Identification Number (NVID):  NV19951050008
2. Effective date and time:	For Certificate of Designation or Amendment to Designation Only (Optional):	Date:                                          Time:                                             (must not be later than 90 days after the certificate is filed)
3. Class or series of stock: (Certificate of Designation only)	The class or series of stock being designated within this filing:     2013 Series Convertible Preferred Stock
4. Information for amendment of class or series of stock:	The original class or series of stock being amended within this filing:     2013 Series Convertible Preferred Stock
5. Amendment of class or series of stock:	☐  Certificate of Amendment to Designation- Before Issuance of Class or Series As of the date of this certificate no shares of the class or series of stock have been issued.
	☒  Certificate of Amendment to Designation- After Issuance of Class or Series The amendment has been approved by the vote of stockholders holding shares in the corporation entitling them to exercise a majority of the voting power, or such greater proportion of the voting power as may be required by the articles of incorporation or the certificate of designation.
6. Resolution: Certificate of Designation and Amendment to Designation only	By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes OR amends the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock.*
7. Withdrawal:	Designation being Withdrawn:                     2013 Series Convertible Preferred	Date of Designation: 12/13/2013
	No shares of the class or series of stock being withdrawn are outstanding. The resolution of the board of directors authorizing the withdrawal of the certificate of designation establishing the class or series of stock: *   See attached.
8. Signature: (Required)	X  /s/ Lynda R. Keeton-Cardno                             Signature of Officer	Date:  9/23/20

* Attach additional page(s) if necessary	Page 1 of 1
This form must be accompanied by appropriate fees.	Revised 1/1/2019

WITHDRAW OF CERTIFICATE OF DESIGNATION

OF

AMERITYRE CORPORATION

Pursuant to Sections 78.320 and 78.1955 of the Nevada Revised Statutes, Amerityre Corporation withdraws the Designation and all Rights, Privileges, and Preferences of the 2013 Series Convertible Preferred Stock as there are no shares outstanding pursuant to this Certification of Designation.

Amerityre Corporation., a Nevada corporation, hereby certifies that the following resolutions were duly adopted by the Board of Directors of the Corporation (the "Board") pursuant to the authority of the Board as required by Chapter 78 of the Nevada Revised Statutes (the "Nevada  Corporations  Law"):

RESOLVED, that the Board has determined it to be advisable and in the best interests of the Company and its stockholders to withdraw the 2013 Series Convertible Preferred Stock designation as there are no shares outstanding pursuant to this Certification of Designation.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed this 23rd day of September, 2020.

Amerityre Corporation

By: /s/ Michael Sullivan     

Michael Sullivan,

Chief Executive Officer

	STATE OF NEVADA
BARBARA K. CEGAVSKE Secretary of State		Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888
KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings	OFFICE OF THE SECRETARY OF STATE

Business Entity - Filing Acknowledgement

10/12/2020

Work Order Item Number:	W2020100701354-870179
Filing Number:	20200972994
Filing Type:	Withdrawal of Designation
Filing Date/Time:	9/24/2020 9:52:00 AM
Filing Page(s):	2
Indexed Entity Information:
Entity ID: C1578-1995	Entity Name: AMERITYRE CORPORATION
Entity Status: Active	Expiration Date: None
Commercial Registered Agent
LYNDA R. KEETON CPA, LLC
181 N ARROYO GRANDE BLVD STE 140B, HENDERSON, NV 89074, USA

The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.

Respectfully,

BARBARA K. CEGAVSKE

        Secretary of State

Page 1 of 1

Commercial Recording Division

202 N. Carson Street