Form 8-K Andalay Solar, Inc. For: Apr 18
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E-mailUNITED 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): April 18, 2016
ANDALAY SOLAR, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33695
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90-0181035
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(State or other jurisdiction of incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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336 Bon Air Ctr. #352
Greenbrae, CA 94904
(Address of principal executive offices)
(408) 402-9400
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 (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))
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 18, 2016, the Company filed a Certificate of Amendment to the Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware which increased the amount of authorized stock from 1,250,000,000 to 10,000,000,000 and decreased the par value of the common stock from $.001 to $.0001.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed as part of this Report.
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Exhibit
Number
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Description
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| 3.1 |
Certificate of Amendment to the Certificate of Incorporation filed on April 18, 2016
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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: April 18, 2016
ANDALAY SOLAR, INC.
By: /s/ Edward Bernstein
Name: Edward Bernstein
Title: Chief Executive Officer and
Interim Chief Financial Officer
EXHIBIT INDEX
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Exhibit
Number
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Description
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| 3.1 |
Certificate of Amendment to the Certificate of Incorporation filed on April 18, 2016
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Exhibit 3.1
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION OF
ANDALAY SOLAR, INC.
Andalay Solar, 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. ARTICLE FOURTH of the Corporation’s Certificate of Incorporation shall be amended by replacing the first sentence in its entirety as follows:
“FOURTH: The total number of shares of common stock which this corporation is authorized to issue is:
TEN BILLION (10,000,000,000) shares of Common Stock, $.0001 par value per share (the “Common Stock”).”
The remaining provisions of ARTICLE FOURTH shall remain unchanged.
2. That the foregoing amendment was duly adopted by the Corporation’s Board of Directors and Stockholders in accordance with the provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware.
3. Except as otherwise expressly provided above, the foregoing amendments to the Corporation’s Certificate of Incorporation shall be effective on and as of the date of filing this Certificate of Amendment with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to the Certificate of Incorporation to be signed by Edward Bernstein, its Chief Executive Officer, this 18th day of April, 2016.
ANDALAY SOLAR, INC.
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By: /s/ Edward Bernstein
Name: Edward Bernstein
Title: Chief Executive Officer
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