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 20, 2022
ELECTROMEDICAL TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | Commission File Number | 82-2619815 |
| (State or other jurisdiction of incorporation or organization) | 000-56192 | (I.R.S. Employer Identification Number) |
16561 N. 92nd Street, Ste. 101
Scottsdale, AZ 85260
(Address of Principal Executive Offices and Zip Code)
888-880-7888
(Issuer's telephone number)
(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 Symbols | Name of Exchange on Which Registered |
| COMMON | EMED | NONE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ¨
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) On December 20, 2022, the Company appointed Petar Gajic and Robert L. Hymers, III to the board of directors by written consent of the shareholder beneficially owning 60.04% of the votes eligible to be cast according to Sections 2.11 and 2.12(b) of the Company's By-Laws. There was no arrangement or understanding under which the new directors were selected. Information is unavailable at the time of this filing concerning whether the new board members will participate in any committee of the board of directors. The Company will amend this Form 8-K within four days if any information concerning committee membership is determined or becomes available. Neither appointee participates nor has participated in any related person transaction under Item 404(a) of Regulation SK. As of the date of this filing, the appointees respective compensation has not been set. The Company will amend this Form 8-K within four days after entering into reportable material plan, contract, or arrangement (whether or not written) to which the appointees are parties, or in which they each participates that is entered into in connection with their board appointments.
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.
| Dated December 23, 2022 | ||
| ELECTROMEDICAL TECHNOLOGIES, INC. | ||
| By: | /s/ Matthew Wolfson | |
| Matthew Wolfson | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||