Exhibit 99.1
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
Date
of Report (Date of earliest event reported):
| (Exact Name of Registrant as Specified in its Charter) |
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| (Address of Principal Executive Offices and Zip Code) |
| (Issuer’s telephone number) |
| (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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| OTC Markets |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 12, 2023, we caused to be filed with the Nevada Secretary of State a Certificate of Amendment to Articles of Incorporation to effect an amendment (the “Amendment”) increasing the number of common shares which the corporation shall have authority to issue from 4,500,000,000 to 5,500,000,000 shares of common stock having a $.001 par value per share, which, including 5,000,000 shares of Preferred Stock having a $.001 par value per share, brings the total aggregate number of shares authorized to 5,505,000,000 shares of authorized stock.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 11, 2023, our stockholders acted by way of nonunanimous majority written consent action (pursuant to a solicitation of consents commenced on October 10, 2023, and in lieu of a special meeting of stockholders) and upon unanimous consent of the Board to approve the Amendment. In order for the Articles Amendment to be approved pursuant to Nevada law, we must receive the written consent of a majority of the outstanding shares of Common Stock (the “Requisite Consents”). Each share of Common Stock entitles the holder of record to one vote. Failure to vote (return a written consent form) at all will have the effect of a vote against the Articles Amendment. Abstentions will have the effect of a vote against the Articles Amendment
Each member of our board of directors and holders of Series A Preferred Stock, Timothy G. Dixon, and Thomas E. Ichim, have indicated their intent to give written consent (as shareholder) in favor of the Articles Amendment.
The Holder of the Series A Preferred Stock shall be entitled to vote on all matters subject to a vote or written consent of the holders of the Corporation’s Common Stock, and on all such matters, the share of Series A Preferred Stock shall be entitled to that number of votes equal to the number of votes that all issued and outstanding shares of Common Stock and all other securities of the Corporation are entitled to, as of any such date of determination, on a fully diluted basis, plus One Million (1,000,000) votes, it being the intention that the Holder(s) of the Series A Preferred Stock shall have effective voting control of the Corporation, on a fully diluted basis. The Holder(s) of the Series A Preferred Stock shall vote together with the holders of Common Stock as a single class.
Item 9.01 Financial Statements and Exhibits.
The following exhibits are attached to this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 99.1 | Certificate of Amendment to Articles of Incorporation, filed October 11, 2023. | |
| 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.
| Date: October 13, 2023 | ||
| THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. | ||
| By: | /s/ Timothy Dixon | |
| Timothy Dixon | ||
| Chief Executive Officer | ||
Exhibit 99.1