UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
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SECTION 8 – OTHER EVENTS
Item 8.01 Other Events.
On February 22, 2022, Deep Down, Inc., a Nevada corporation. (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) providing for the merger of the Company’s wholly-owned subsidiary, Koil Energy Solutions, Inc. (the “Merger Sub” and, the transaction, the “Merger”).
As permitted by Chapter 92A.180 of Nevada Revised Statutes, the purpose of the Merger is to effect a change of the Company’s name from Deep Down, Inc., to Koil Energy Solutions, Inc. (the “Name Change”).
On February 25, 2022, in connection with the foregoing, the Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority (“FINRA”), requesting confirmation of the Name Change.
On February 28, 2022, in connection with the foregoing, the Company filed an Issuer Company-Related Action Notification Form with FINRA, requesting a change of the Company’s ticker symbol (the “Symbol Change”).
Subject to approval by FINRA, the Name Change and Symbol Change will not affect the rights of the Company’s security holders. The Company’s securities will continue to be quoted on the OTC Markets. Following the Name Change, the stock certificates, which reflect the name of the Company prior to the Merger, will continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are tendered for exchange or transfer to the Company’s transfer agent.
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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 thereunto duly authorized.
Date: March 1, 2022
| DEEP DOWN, INC. | ||
| By: |
/s/ Charles K. Njuguna | |
| Charles K. Njuguna | ||
| President, Chief Executive Officer and Chief Financial Officer | ||
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