UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMERIGUARD SECURITY SERVICES, INC.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 99-0363866 | |
| (State of Incorporation | (I.R.S. Employer | |
| or Organization) | Identification No.) |
5470 W. Spruce Avenue, Suite 102
Fresno, CA 93722
(Address of Principal Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class to be so Registered | Name of Each Exchange on Which Each Class is to be Registered | |
| Common Stock, $0.001 par value per share | OTC Markets |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☐
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☒
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates: None.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001
(Title of Class)
| Item 1. | Description of Registrant’s Securities to be Registered. |
Ameriguard Security Services, Inc., a Nevada corporation (the “Registrant”), hereby incorporates by reference the description of its common stock, par value $0.001 per share, to be registered hereunder contained under the heading “Description of Securities” in the Registrant’s Registration Statement on Form S-1 (File No. 333-271200), as originally filed with the Securities and Exchange Commission (the “Commission”) on April 10, 2023, as subsequently amended (the “Registration Statement”). Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed with the Commission are hereby also incorporated by reference herein.
| Item 2. | Exhibits. |
The following exhibits to this registration statement on Form 8-A have been included in the Company’s previous filings with the Securities and Exchange Commission, and are hereby incorporated by reference as indicated below.
| Exhibit | Incorporated by Reference | ||||||
| No. | Exhibit Description | Form | Date | ||||
| 2.1 | Definitive Share Exchange Agreement | 8-K | 12/14/2022 | ||||
| 3.1 | Amended and Restated Articles of Incorporation of AMERIGUARD SECURITY SERVICES, INC. (Nevada) | 8-K | 12/14/2022 | ||||
| 3.2 | Amended and Restated Bylaws of AMERIGUARD SECURITY SERVICES, INC. (Nevada) | 8-K | 12/14/2022 | ||||
| 3.3 | Articles of Incorporations Ameriguard Security Services, Inc. (Ameriguard)(California) | 8-K | 12/14/2022 | ||||
| 3.4 | Bylaws AGS, Inc. (Ameriguard) (California) | 8-K | 12/14/2022 | ||||
| 3.5 | Certificate of Designation of the Series A-1 Preferred Stock | S-1/A | 5/19/2023 | ||||
| 5.1 | Opinion of McMurdo Law Group, LLC, legal counsel | S-1 | 4/10/2023 | ||||
| 10.1 | Promissory Note (Secured by Stock Pledge) | 8-K | 12/14/2022 | ||||
| 10.2 | Stock Pledge Agreement | 8-K | 12/14/2022 | ||||
| 10.3 | Buyout documents | S-1/A | 5/19/2023 | ||||
| 23.2 | Consent of McMurdo Law Group, LLC (included in Exhibit 5.1) | S-1 | 4/10/2023 | ||||
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| Date: April 10, 2024 | AMERIGUARD SECURITY SERVICES, INC. | |
| By: | /s/ Lawrence Garcia | |
| Name: | Lawrence Garcia | |
| Title: | Chief Executive Officer | |
Signature to Form 8-A
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