Current Report Filing (8-k)
14 October 2022 - 9:05PM
Edgar (US Regulatory)
0001263364
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--12-31
0001263364
2022-10-12
2022-10-12
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iso4217:USD
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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): October 12, 2022
Joway
Health Industries Group Inc.
(Exact
Name of Registrant as Specified in its Charter)
| Nevada |
|
333-108715 |
|
98-0221494 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission File
No.) |
|
(I.R.S.
Employer
Identification
No.) |
600
South 3rd Street
Las
Vegas, Nevada |
|
89101 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code:
702-384-1990
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):
| ☐ |
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 |
|
Name
of exchange on which registered |
| 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.
On October 12, 2022, the Company’s Board of Directors and the majority
of stockholders of the Company approved and adopted Amended and Restated Articles of Incorporation (the “Articles
of Incorporation”) and, on the same day, the Board of Directors adopted and approved Amended and Restated Bylaws (the “Bylaws”).
The Certificate for the Articles of Incorporation was filed with the Secretary of State on October 13, 2022. The Company’s Articles
of Incorporation were amended to increase the Company’s authorized common stock from two-hundred million shares (200,000,000) to
five-hundred million shares (500,000,000) and preferred stock from one million shares (1,000,000) to ten million shares (10,000,000).
The Company also amended the Articles of Incorporation to opt out of the provisions of §78.378 through §78.379 and §78.411
through §78.444 of the Nevada Revised Statues, generally known as the “Control Share Acquisition Statute” and “Combinations
with Interested Stockholders”, respectively.
This
summary description of the material terms of the Articles of Incorporation and Bylaws does not purport to be complete and is qualified
in its entirety by reference to the full text of these documents, copies of each are attached hereto as Exhibit 3.1 and Exhibit 3.2 and
are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
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.
| |
Joway Health Industries Group Inc. |
| |
|
|
| Date: October 12, 2022 |
By: |
/s/ Ramon
Lata |
| |
|
Ramon Lata |
| |
|
President |
2
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