Exhibit 3.1
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its
charter)
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) |
(Address of principal executive offices)
(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)) |
Securities registered pursuant to Section 12(b) of the Act: None
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.
On July 1, 2022, Theralink Technologies, Inc., a Nevada corporation (the “Company”), filed an amendment to the Company’s articles of incorporation (the “Amendment”) with the State of Nevada relating to an increase in the registrant’s authorized common stock from 12,000,000,000 shares to 100,000,000 shares.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 18, 2022, holders of approximately 84% of the voting power of the Company’s capital stock acted by written consent in lieu of a meeting to approve (i) an increase in the Company’s authorized common stock, par value $0.0001 per share, from 12,000,000,000 shares to 100,000,000,000 shares and (ii) the Theralink Technologies 2022 Equity Incentive Plan.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| EXHIBIT NO. | DESCRIPTION | |
| 3.1 | Certificate of Amendment, as filed on July 1, 2022 | |
| 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.
| THERALINK TECHNOLOGIES, INC. | ||
| By: | /s/ Thomas Chilcott, III | |
| Name: | Thomas Chilcott, III | |
| Title: | Chief Financial Officer | |
| Date: July 7, 2022 | ||
Exhibit 3.1