0001104659-21-151282.txt : 20211220 0001104659-21-151282.hdr.sgml : 20211220 20211217175752 ACCESSION NUMBER: 0001104659-21-151282 CONFORMED SUBMISSION TYPE: 253G2 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20211220 DATE AS OF CHANGE: 20211217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Flower Turbines, Inc. CENTRAL INDEX KEY: 0001739997 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 463784856 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 253G2 SEC ACT: 1933 Act SEC FILE NUMBER: 024-11330 FILM NUMBER: 211502967 BUSINESS ADDRESS: STREET 1: 240 CENTRAL AVE. CITY: LAWRENCE STATE: NY ZIP: 11559 BUSINESS PHONE: 323-372-3636 MAIL ADDRESS: STREET 1: 240 CENTRAL AVE. STREET 2: 1J CITY: LAWRENCE STATE: NY ZIP: 11559 FORMER COMPANY: FORMER CONFORMED NAME: Flower Turbines LLC DATE OF NAME CHANGE: 20180509 253G2 1 tm2135842d1_253g2.htm 253G2

 

Supplement filed pursuant to Rule 253(g)(2)

File No. 024-11330

 

SUPPLEMENT DATED SEPTEMBER 29, 2021

TO OFFERING CIRCULAR DATED DECEMBER 14, 2020

 

FLOWER TURBINES, INC.

 

EXPLANATORY NOTE

 

This document supplements, and should be read in conjunction with, the Offering Circular dated December 14, 2020 (the “Offering Circular”) of Flower Turbines, Inc. (the “Company”), as amended and supplemented. The Offering Circular is Here. Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as set forth in the Offering Circular.

 

Amendment to Certificate of Incorporation and Stock Split

 

The Company’s Board of Directors and the holders of a majority of the Company’s outstanding common stock have approved a Certificate of Amendment to the Company’s Certificate of Incorporation, to increase the authorized number of shares of common stock of the Company from 2,5000,000 to 20,000,000 shares, and effect a 1-for-10 forward stock split (the “Amendment”).

 

The Amendment was filed with the Secretary of State of Delaware on November 3, 2021, and shall be effective on December 31, 2021 (the “Effective Date”). On the Effective Date, each one (1) share of common stock issued and outstanding immediately prior to the Effective Date shall be split, converted, reclassified and changed into ten (10) fully paid and nonassessable shares of common stock of the Company, and each holder of record of shares of common stock shall receive ten (10) shares of common stock for each one (1) share of common stock of such holder.

 

The Amendment is filed herewith as Exhibit 2.3.

 

Exhibits

 

2.3        Certificate of Amendment to Certificate of Incorporation

 

 

 

 ADD EXHB 2 tm2135842d1_ex2-3.htm EXHIBIT 2.3

Exhibit 2.3

 

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:08 PM 11/03/2021

FILED 02:08 PM 11/03/2021

SR 20213694340 - File Number 7771001

 

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

FOR

FLOWER TURBINES, INC.

a Delaware corporation

 

The undersigned, Dr. Mark Daniel Farb, hereby certifies as follows:

 

1.        He is the duly elected, qualified and acting Chief Executive Officer of Flower Turbines, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation'').

 

2.        The first paragraph of Article IV of the Certificate of Incorporation of this Corporation is hereby amended to read as follows:

 

“This corporation is authorized to issue only one class of shares of stock designated as common stock; and the total number of shares which this corporation is authorized to issue is Twenty Million (20,000,000), par value $0.0001 per share.

 

Simultaneously with the effective date of this Certificate of Amendment, each one (1) share of common stock issued and outstanding immediately prior to the effective date of the filing of this Certificate of Amendment is hereby split, converted, reclassified and changed into ten (10) fully paid and nonassessable shares of common stock of the Company, and each holder of record of a certificate for each one (1) share of common stock as of the close of business on the effective date of the filing of this Certificate of Amendment shall be entitled to receive, as soon as practicable, upon surrender of such certificate, a certificate or certificates representing ten (10) shares of common stock for each one (1) share of common stock represented by the certificate of such holder. Until such time as the certificates representing the common stock to be split pursuant hereto shall have been surrendered, the certificates representing the common stock shall represent the shares of common stock issuable upon the stock split of such common stock.”

 

3.       The amendment set forth herein shall become effective on December 31, 2021.

 

4.       The amendment set forth herein has been duly approved and adopted by the Board of Directors of this Corporation.

 

5.       The necessary number of issued and outstanding shares of capital stock of the Corporation required by statute was voted in favor of the amendment.

 

6.        Such amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, Flower Turbines, Inc., has caused this certificate to be signed by Dr. Mark Daniel Farb, its Chief Executive Officer, this 1st day of December 2021.

 

By:/s/ Mark Daniel Farb
  Dr. Mark Daniel Farb
  Chief Executive Officer