false0001381871NYNYSEAMER--12-31 0001381871 2023-02-04 2023-02-04



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 4, 2023
 
bowmo, Inc.
(Exact name of registrant as specified in its charter)
 
Wyoming
 
000-54624
 
26-4144571
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
99 Wall Street, Suite 891
New York, NY
 
10005
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code:
(212) 398-0002
 
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
 
BOMO
 
OTC Markets - Other
 
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 February 4, 2023, pursuant to a stockholder consent, bowmo, Inc. (the “Company”) filed an amendment to its Articles of Incorporation (the “Amendment”) to effect a reverse stock split of all issued and outstanding shares of common stock at a ratio of 1 for 1,000 (the “Reverse Stock Split”). The effective trading date of the Reverse Stock Split is subject to approval of the application now pending with the Financial Industry Regulatory Authority (FINRA).
The actual effective trading date of the Reverse Stock Split will be disclosed by the Company in a subsequent Current Report on Form 8-K. A copy of the Amendment is filed hereto as Exhibit 3.1 and is incorporated herein by reference.
 
Cautionary Statement Regarding Forward-Looking Statements
 
This Current Report on Form 8-K contains forward-looking statements, including, but not limited to, statements regarding the Company’s plans for a reverse stock split reflected in the trading market.  These forward-looking statements are subject to a number of risks including the risk factors set forth from time to time in the Company’s SEC filings, including, but not limited to, its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which is available at www.sec.gov. Any forward-looking statements set forth in this Current Report on Form 8-K speak only as of the date of this report. We do not intend to update any of these forward-looking statements to reflect events or circumstances that occur after the date hereof other than as required by law. You are cautioned not to place undue reliance on any forward-looking statements. Information contained on the Company’s website does not constitute part of this Current Report on Form 8-K.
 
Item 9.01.             Financial Statements and Exhibits.
 
(d)           Exhibits.
 
Exhibit No.
 
Description
 
 
 

 


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
bowmo, Inc.
 
 
 
Date: February 8, 2023
By:
/s/ Michael E. Lakshin
 
 
Michael E. Lakshin
 
 
President

 

 

Exhibit 3.1

 

  Wyoming Secretary of State  
Herschler Building East, Suite 101  
122 W 25th Street WY Secretary of State
Cheyenne, WY 82002-0020 FILED: 02/04/2023 07:55 AM
Ph. 307.777.7311 Original ID: 2021-001009756
Email: Business@wyo.gov Amendment ID: 2023-004016783

 

 

Profit Corporation

Articles of Amendment

 

1. Corporation name:

(Name must match exactly to the Secretary of State’s records.)

bowmo, Inc.
 

 

2. Article number(s) 4 is amended as follows:

*See checklist below for article number information.

 

In conjunction with this Articles of Amendment to the Articles of Incorporation, the shares of Common Stock issued and outstanding immediately prior to the effectiveness of this Articles of Amendment shall be reverse split on the basis on one (1) share for each one thousand (1,000) shares issued and outstanding. No fractional shares of Common Stock shall be issued. Any fractional shares shall be rounded up to the next whole share. The par value of the Common Stock following the reverse split shall remain $0.0001 per share. The authorized shares of the Common Stock shall remain forty billion (40,000,000,000).
 

 

3. If the amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself which may be made upon facts objectively ascertainable outside the articles of amendment.

 

N/A
 
 

 

4. The amendment was adopted on 01/03/2023
  (Date - mm/dd/yyyy)

 

 

 

P-Amendment – Revised June 2021

 

   

 

 

5. Approval of the amendment: (Please check only one appropriate field to indicate the party approving the amendment.)

 

 

Shares were not issued and the board of directors or incorporators have adopted the amendment.

 

OR

 

  Shares were issued and the board of directors have adopted the amendment without shareholder approval, in compliance with W.S. 17-16-1005.

 

OR

 

✔ Shares were issued and the board of directors have adopted the amendment with shareholder approval, in compliance with W.S. 17-16-1003.

 

Signature: /s/ Michael Lakshin   Date: 01/04/2023
(May be executed by Chairman of Board, President or another of its officers.)     (mm/dd/yyyy)

 

Print Name: Michael Lakshin Contact Person: Michael Lakshin

 

Title: Chairman of the Board, President Daytime Phone Number: (212) 398-0002

 

    Email: michael.lakshin@bowmo.com
    (An email address is required. Email(s) provided will receive important reminders, notices and filing evidence.)

 

Checklist

  Filing Fee: $60.00 Make check or money order payable to Wyoming Secretary of State.
  Processing time is up to 15 business days following the date of receipt in our office.
  *Refer to original articles of incorporation to determine the specific article number being amended or use the next number in sequence if you are adding an article. Article number(s) is not the same as the filing ID number.
  Please mail with payment to the address at the top of this form. This form cannot be accepted via email.
  Please review the form prior to submission. The Secretary of State’s Office is unable to process incomplete forms.

 

 

P-Amendment – Revised June 2021