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): November 2, 2021
W Technologies, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
000-24520 |
04-3021770 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
9440 Santa Monica Blvd., Suite 301, Beverly Hills, CA 90210
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (424) 522-9977
N/A
(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 (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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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N/A |
N/A |
N/A |
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.
As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission by W Technologies, Inc. (the “Company”) on September 30, 2021, on September 24, 2021, the Company filed with the Delaware Secretary of State a certificate of amendment to its certificate of incorporation in order to change its corporate name, effective November 30, 2021, from W Technologies, Inc. to Krypto Ventures Holdings, Inc. (the “Proposed Name Change”)
On November 2, 2021, the Company filed with the Delaware Secretary of State a termination of certificate of amendment to certificate of incorporation (the “Termination”) that had the effect of terminating the Proposed Name Change.
After the Termination was filed, on November 2, 2021, the Company filed with the Delaware Secretary of State a certificate of amendment to certificate of incorporation (the “Amendment”) in order to change its corporate name, effective December 31, 2021, from W Technologies, Inc. to Descrypto Holdings, Inc. (the “New Name Change”). The New Name Change will not be effective until it is cleared by the Financial Industry Regulatory Authority (FINRA).
The information set forth above is qualified in its entirety by reference to the actual terms of the Termination and the Amendment, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
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Exhibit No. |
Description |
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3.1* |
Termination of Certificate of Amendment to Certificate of Incorporation. |
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3.2* |
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.
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W. Technologies, Inc. |
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Date: November 8, 2021 |
/s/ Aleksandr Rubin |
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Aleksandr Rubin |
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Chief Executive Officer |
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Exhibit 3.1
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State of Delaware Secretary of State Division of Corporations Delivered 02:45 PM 11/02/2021 FILED 02:45 PM 11/02/2021 SR 20213681696 - File Number 2624514 |
TERMINATION OF
CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF
W Technologies, Inc.
W Technologies, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:
1. The name of the corporation is W Technologies, Inc. The date of the filing of its Certificate of Incorporation with the Secretary of State of the State of Delaware was May 16, 1996 (as amended to date, the “Certificate of Incorporation”).
2. On September 24, 2021, the Corporation filed with the Secretary of State of the State of Delaware a Certificate of Amendment to Certificate of Incorporation (the “Certificate of Amendment”) to change the name of the Corporation to Krypto Ventures Holdings, Inc., and the Certificate of Amendment is not yet effective.
3. The Certificate of Amendment is hereby terminated.
4. This Termination of Certificate of Amendment to the Certificate of Incorporation was duly adopted and approved by the Board of Directors of the Corporation in accordance with Section 242 of the DGCL. Pursuant to Section 242 of the DGCL, the approval of the stockholders of the Corporation is not required.
5. The effective date of this Certificate of Amendment to the Certificate of Incorporation shall be the date of its filing with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Termination of Certificate of Amendment to be executed by its duly authorized officer this 2nd day of November, 2021.
By: /s/ Aleksandr Rubin
Name: Aleksandr Rubin
Title: Chief Executive Officer
Exhibit 3.2
CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF
W Technologies, Inc.
W Technologies, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:
1. The name of the corporation is W Technologies, Inc. The date of the filing of its Certificate of Incorporation with the Secretary of State of the State of Delaware was May 16, 1996 (as amended to date, the “Certificate of Incorporation”).
2. This Certificate of Amendment to Certificate of Incorporation (this “Certificate of Amendment”) amends and restates paragraph “FIRST” of the Certificate of Incorporation in its entirety to provide as follows:
FIRST: The name of the corporation (hereinafter called the “Corporation”) is Descrypto Holdings, Inc.
3. The remaining provisions of the Certificate of Incorporation not affected by the aforementioned amendments shall remain in full force and shall not be affected by this Certificate of Amendment.
4. This Certificate of Amendment to the Certificate of Incorporation was duly adopted and approved by the Board of Directors of the Corporation in accordance with Section 242 of the DGCL. Pursuant to Section 242 of the DGCL, the approval of the stockholders of the Corporation is not required.
5. The effective date of this Certificate of Amendment to the Certificate of Incorporation shall be December 31, 2021.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 2nd day of November, 2021.
By: /s/ Aleksandr Rubin
Name: Aleksandr Rubin
Title: Chief Executive Officer