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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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).
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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. [_]
Auto Parts 4 Less Group, Inc. is referred to herein as the “Company”, “we”, “our”, or “us”.
Section 3 – Securities and Trading Markets
Item 3.03 Material Modification to Rights of Security Holders.
On December 15, 2021, a majority of the shareholders of the Auto Parts 4Less Group, Inc. f/k/a The 4Less Group, Inc. consented to a Reverse Stock Split of our Common Stock at a ratio within the range of one (1) share of Common Stock to be issued for each one and a half (1.5) through ten (10) shares of Common Stock currently held, with such ratio to be determined at the sole discretion of our Board of Directors (the “Board”) , as evidenced in the Definitive Information Statement Pursuant to Section 14(c) as filed with the SEC on January 6, 2022 (the “Reverse Stock Split”). On April 6, 2022, our Board unanimously voted that the range of such Reverse Stock Split shall be set at one (1) share of Common Stock to be issued for each ten (10) shares of Common Stock currently held. Pursuant to such consent and Definitive Information Statement, we filed a Corporate Action with the Financial Industry Regulatory Authority (“FINRA”) to effectuate such Reverse Stock Split with OTC Markets. On April 26, 2022, pursuant to notification from FINRA that such Corporate Action was prepared to proceed, we filed with the Secretary of State for Nevada a Certificate of Change Pursuant to NRS 78.209. Such Certificate of Change Pursuant to NRS 78.209 was approved and stamped by the Secretary of State for Nevada on April 26, 2022.
FINRA notified us that the Corporate Action to effectuate the Reverse Stock Split was processed, to be announced on OTC Markets on April 27, 2022, and made effective on April 28, 2022. Pursuant to such announcement, the trading symbol of the Company shall be listed on OTC Markets as “FLESD” for a period of 20 business days and after such time shall return to “FLES.”
Section 5 – Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 21, 2021, a majority of the shareholders of the Auto Parts 4Less Group, Inc. f/k/a The 4Less Group, Inc. (the “Company”) consented to changing our name to “Auto Parts 4Less Group, Inc.,” as evidenced in the Definitive Information Statement Pursuant to Section 14(c) as filed with the SEC on July 13, 2021 (the “Name Change”). Pursuant to such consent and Definitive Information Statement, we filed a Corporate Action with the Financial Industry Regulatory Authority (“FINRA”) to effectuate such Name Change with OTC Markets. Due to unexpected delays, such Corporate Action through FINRA was combined with the Corporate Action regarding the Reverse Stock Split, described above. On April 26, 2022, pursuant to notification from FINRA that such Corporate Action was prepared to proceed, we filed with the Secretary of State for Nevada an Articles of Amendment for the Name Change. Such Articles of Amendment were approved and stamped by the Secretary of State for Nevada on April 26, 2022.
FINRA notified us that the Corporate Action to effectuate the Name Change was processed, to be announced on OTC Markets on April 27, 2022, and made effective on April 28, 2022.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| Exhibit | Description |
| 3.1 * | Articles of Amendment changing Company Name to Auto Parts 4Less Group, Inc. |
| 3.2 * | Certificate of Change Pursuant to NRS 78.209 |
| 99.1 * | Press Release Dated April 29, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
__________
* Filed herein
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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.
Auto Parts 4Less Group, Inc.
(Registrant)
Date: April 29, 2022
By: /s/ Tim Armes
Name: Tim Armes
Title: Chief Executive Officer
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