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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 18, 2022

 

Adamas One Corp.

(Exact name of registrant as specified in its charter)

 

 

Nevada   001-41560   83-1833607
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

17767 N. Perimeter Dr., Ste B115

ScottsdaleAZ

  85255
(Address of principal executive offices)   (Zip Code)

 

 

Registrant’s telephone number, including area code: (480) 356-8798

 

     
  N/A  
(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
Common Stock, $0.001 par value   JEWL   The Nasdaq Stock Market LLC

 

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 x

 

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; Change in Fiscal Year.

On November 18, 2022, we filed amended and restated articles of incorporation (the “Articles of Incorporation”) with the Secretary of State of the State of Nevada, substantially in the form previously filed as Exhibit 3.2 to the Registration Statement on Form S-1, initially filed with the Securities and Exchange Commission on May 31, 2022 (File No. 333-265344), and subsequently amended (the “Registration Statement”). In addition, our amended and restated bylaws (the “Bylaws”), substantially in the form previously filed as Exhibit 3.4 to the Registration Statement, were adopted in connection with the filing of the Articles of Incorporation. The Articles of Incorporation and Bylaws are filed herewith as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference herein.

 

 

Item 9.01.Financial Statements and Exhibits.

 

  (d) Exhibits.

 

 

Exhibit

Number

Exhibits
   
3.1Amended and Restated Articles of Incorporation of Adamas One Corp.

 

3.2Amended and Restated Bylaws of Adamas One Corp.

 

104Cover 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: November 23, 2022

ADAMAS ONE CORP.

 

 

   
  By:  /s/ John G. Grdina
  Name:  John G. Grdina
  Title:  President and Chief Executive Officer