Current Report Filing (8-k)
20 Juillet 2022 - 12:03PM
Edgar (US Regulatory)
0001414953
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0001414953
2022-07-20
2022-07-20
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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): July 20,
2022
EQUATOR
Beverage Company
(Exact
name of registrant as specified in its charter)
Delaware |
|
000-55269 |
|
26-0884348 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
185
Hudson Street, Floor 25
Jersey
City, New Jersey |
|
07302 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: 929-264-7944
MOJO Organics, Inc.
(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 (17CFR 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. ☐
SECTION
3 – Securities and Trading Markets
Item
3.03 Material Modification of Rights of Security Holders
Our
majority shareholder and our board of directors approved an amendment to our Articles of Incorporation for the purpose of approving a
reverse split of one for two in which each shareholder will be issued one common share in exchange for every two common shares of their
currently issued common stock.
Prior
to approval of the reverse split we had a total of 31,357,003 issued and outstanding shares of common stock, par value $0.001. On the
effective date of the reverse split, we will have a total of to 15,678,502 issued and outstanding shares of common stock, par value $0.001.
New stock certificates will be issued upon surrender of the shareholders’ old certificates.
In
addition, our board of directors and majority shareholders approved a name change to “EQUATOR Beverage Company” and
a decrease in our authorized common stock from 40,000,000 shares, par value $0.001 per share, to 20,000,000 shares, par value $0.001
per share.
A
copy of the Certificate of Amendment that was filed with the Delaware Secretary of State on July 5, 2022 is attached hereto as
Exhibit 3.1 and is incorporated by reference herein.
In
connection with the reverse split and name change, we have the following new CUSIP number: 60841T301. We have submitted the required
information to FINRA and received a market effective date of July 20, 2022, which is the effective date of the reverse split
and name change. Our common stock will continue to trade under the symbol “MOJO.”
SECTION
9 – Financial Statements and Exhibits
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.
EQUATOR
Beverage Company
/s/
Glenn Simpson |
|
Glenn
Simpson |
|
Chairman
and CEO |
|
|
|
Date:
July 20, 2022 |
|
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