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): December 01, 2022
| THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. |
| (Exact Name of Registrant as Specified in its Charter) |
| Nevada | 000-54554 | 45-1226465 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 701 Wild Rose Lane |
| Elk City, Idaho 83525 |
| (Address of Principal Executive Offices and Zip Code) |
| (760) 295-7208 |
| (Issuer’s telephone number) |
| Not Applicable |
| (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)) |
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; Change in Fiscal Year.
On December 02, 2022, we filed with the Nevada Secretary of State a Certificate of Change pursuant to NRS Section78.209 to our Articles of Incorporation to effect an amendment (the “Amendment”) changing the number of authorized shares of our common stock from 3,500,000,000 to a total number of authorized shares of stock of 4,500,000,000.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 31, 2022, our Board approved and the stockholders acted by way of nonunanimous majority written consent action (pursuant to a solicitation of consents commenced on December 1, 2022, and in lieu of a special meeting of stockholders) 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 1 share each of Series A Preferred, Timothy G. Dixon, and Thomas E. Ichim, have given written consent (as shareholder) in favor of the Articles Amendment providing the necessary majority.
Note: the Articles include that: “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.
(d) Exhibits.
The following exhibits are attached to this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 3.1 | Certificate of Change Pursuant to NRS 78.209, filed December 02, 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.
| Date: December 06, 2022 | ||
| THERAPEUTIC SOLUTIONS INTERNATIONAL, INC. | ||
| By: | /s/ Timothy Dixon | |
| Timothy Dixon | ||
| Chief Executive Officer | ||