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Report of unscheduled material events or corporate changes.

8-K

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 23, 2016

 

AGRITEK HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware
(State or Other Jurisdiction of Incorporation)

 

 

001-15673   20-8484256
(Commission File Number)   (IRS Employer Identification No.)

 

 

777 Brickell Avenue, Suite 500

Miami, FL

  33131
(Address of principal executive offices)   (Zip code)

 

 

(310) 205-2560
(Registrant’s telephone number, including area code)

 

 

Not applicable
(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 (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))

 

   

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 23, 2016, Agritek Holdings, Inc. (the “Company”) filed a certificate of amendment (a “Certificate of Amendment”), increasing the authorized capital of the Company to 1,001,000,000 shares of capital stock; consisting of 1,000,000,000 shares of common stock par value $0.0001 and 1,000,000 shares of preferred stock, par value $0.01. The majority of the Company’s shareholders consented to the Certificate of Amendment increasing the authorized capital.

 

Item 9.01 Financial Statements and Exhibits

 

(c)Exhibits.

 

Exhibit No.   Description of Exhibit
     

3.1

 

Certificate of Amendment of Certificate of Incorporation

 

   

 

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.

 

  AGRITEK HOLDINGS, INC.  
       
Date: May 26, 2016 By: /s/ B. Michael Friedman  
   

B. Michael Friedman

Interim Chief Executive Officer

 

Exhibit 3.1

 

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

AGRITEK HOLDINGS, INC.

 

FIRST: That the Board of Directors of Agritek Holdings, Inc. (the "Corporation") by Unanimous Written Consent adopted resolutions setting forth proposed amendments to the Certificate of Incorporation of the Corporation as heretofore amended, declaring said amendments to be advisable and calling for the submission of such amendments to the stockholders of the Corporation for consideration thereof. Stockholders holding a majority of our voting power approved these actions. The resolutions setting forth the amendments are as follows:

 

RESOLVED, that the Certificate of Incorporation of the Corporation be amended by changing Article Fourth thereof so that, as amended, said Article shall be amended and read in its entirety as follows:

 

ARTICLE FOURTH

 

The amount of the total authorized common stock of this Corporation effective May 23, 2016 shall be One Billion One Million (1,001,000,000) shares, consisting of 1,000,000,000 shares of common stock with par value of $0.0001 each, and One Million (1,000,000) shares of Preferred Stock with par value of $0.01 each.

 

 

SECOND: That pursuant to Section 228 of the General Corporation Law of the State of Delaware, a consent setting forth resolutions approving the amendments set forth above was signed by holders of outstanding stock having not less than the minimum number of votes necessary to authorize or take action at a meeting at which all shares entitled to vote thereon were present and voted.

 

THIRD: That said amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

FOURTH: The effective date shall be 12:01 AM (Eastern Time) on May 23, 2016.

 

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed this 18th day of May, 2016.

 

By: /s/ B. Michael Friedman
Title: Chief Executive Officer 
Name: B. Michael Friedman