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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): May 29, 2024

 

 

NEXT-ChemX Corporation

(Exact name of registrant as specified in its charter)

 

Nevada   000-56379   32-0446353

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

1980 Festival Plaza Drive, Summerlin South, 300,

Las Vegas, NV

   89135
(Address of Principal Executive Offices)   (Zip Code)

 

(725) 867-0789

Registrant’s telephone number, including area code

 

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))

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
COMMON   CHMX   OTC

 

 

 

 

 

 

Item 3.02 Unregistered Sales of Equity Securities.

 

NEXT-ChemX Corporation (the “Company”) , trading under the ticker symbol CHMX on OTC Markets (OTC PK), pursuant to a unanimous election by its Board of Directors, in a special meeting held on Friday, May 29, 2024 by telephonic means, as permitted by Nevada Revised Statutes (“NRS”) Section 78.315(3) and adopted through a signed written consent, as provided in NRS Section 78.315(2), memorialized in the Board’s Resolution, dated May, 29, 2024, elected to create a new class of stock, pursuant to Article 4, Section 1(A) of the company’s Amended and Restated Articles of Incorporation.

 

This new classification of securities involves the newly authorized issuance of 20,000 shares of preferred stock in a class identified as Class “A” Preferred Stock. This newly issued stock includes 10,000 fully assessable Class “A” Preferred Stock, issued in the name of John Michael Johnson, president, secretary, and a director of the Company, and an additional 10,000 assessable Class “A” Preferred Stock issued to the Board of Directors (the “Board”) of the Company to utilize as the Board sees fit in the best interest of the Company.

 

Item 3.03Material Modification to Rights of Security Holders.

 

Item 3.02 is fully incorporated into the present Item 3.03 disclosure. No preferred stock has been issued by the Company prior to the present issuance of this preferred Class A shares. The Board filed a “Certificate of Designation, Number, Powers, Preferences, and Relative, Participating, Optional, and Other Special Rights and the Qualifications, Limitations, Restrictions, and Other Distinguishing Characteristics Of Series “A” Preferred Stock Of Next-ChemX Corporation” (the “Certificate of Designation”) certifying the rights and benefits of the newly issued Class “A” Preferred Stock as defined by the Board.

 

Class A Preferred Stock

 

Each share of Class A Preferred Stock ranks senior to all Common Stock and any other class of securities that is specifically designated as junior to the Class A Preferred Stock. Each Share of Class A Preferred Stock shall be convertible at any time by the holder thereof into 250 shares of Common Stock, however, any Series A Preferred Stock remaining unconverted at 5:00 P.M., Las Vegas, Nevada time on January 1, 2026 shall be automatically converted into Two Hundred Fifty (250) shares of the Company’s Common Stock (par value $0.001). Each Share of Class A Preferred Stock shall be entitled to Five Hundred (500) votes on any matter on which any of the shareholders are required or permitted to vote. No dividends shall be paid on any Series “A” Preferred Stock.

 

Item 9.01 Financial Statement and Exhibits.

 

(d) Exhibits.

 

The following documents are filed herewith:

 

Exhibit No.   Description
Exhibit 4.1   Certificate of Designation, Number, Powers, Preferences, and Relative, Participating, Optional, and Other Special Rights and the Qualifications, Limitations, Restrictions, and Other Distinguishing Characteristics Of Series “A” Preferred Stock Of Next-ChemX Corporation
Exhibit 104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.

 

Date: June 10, 2024 By: /s/ J. Michael Johnson
  Name: J. Michael Johnson
  Title: President

 

 

 

 

 

Exhibit 4.1

 

 

 

 

 

 

 

 

 

 

 

 

 

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May 29, 2024
Cover [Abstract]  
Document Type 8-K
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Document Period End Date May 29, 2024
Entity File Number 000-56379
Entity Registrant Name NEXT-ChemX Corporation
Entity Central Index Key 0001657045
Entity Tax Identification Number 32-0446353
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 1980 Festival Plaza Drive
Entity Address, Address Line Two Summerlin South
Entity Address, Address Line Three 300
Entity Address, City or Town Las Vegas
Entity Address, State or Province NV
Entity Address, Postal Zip Code 89135
City Area Code (725)
Local Phone Number 867-0789
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security COMMON
Trading Symbol CHMX
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