Annual report pursuant to Section 13 and 15(d)

Subsequent Events

v3.20.1
Subsequent Events
 12 Months Ended
Dec. 31, 2019
Subsequent Events [Abstract]  
Subsequent Events

NOTE 14 - SUBSEQUENT EVENTS

 

In January 2020, the Board hereby authorized an award of 1 million common stock options each to two of the Company’s independent directors, and 500,000 common stock options each to another independent director and Board observer, all at an exercise strike price of $0.02, vesting immediately and with a 10 year term. In addition the Board approved a reduction of the exercise price for all outstanding stock options held by the Board and executive officers to $0.02 per share, and an amendment to their terms to provide that such options shall not terminate or expire if such individuals are removed, resign or are otherwise replaced on the Board or in their officer positions, unless such removal is for cause.

 

In January 2020, the Board appointed Douglas R. Baum as a director of Q2Earth, effective immediately. Mr. Baum was granted a 5-year option to purchase 200,000 shares of the Company’s commons stock exercisable at $0.02 per share. The options vest one-half in 12 months and the balance in 24 months.

 

In January 2020, the Company issued 5 million restricted common shares to a service provider pursuant to a six month investor relations agreement.

 

On February 7, 2020, the Company held a Special Meeting of Stockholders (the “Special Meeting”) in Florida. The final results of voting for each matter submitted to a vote were as follows:

 

  ● The proposal to amend the Company’s Certificate of Incorporation (the “Charter”) to increase the authorized number of our shares of Common Stock from 100,000,000 to 300,000,000 shares was approved with a vote of 30,938,676 shares FOR and 4,172,313 shares AGAINST the proposal.

 

  ● The proposal to amend the Company’s Charter to effect a reverse stock split of the outstanding shares of the Company’s Common Stock by a ratio of not less than 1:2 shares and not more than 1:25 shares, with the exact ratio to be set at a whole number within this range by the Board of Directors of the Company in its sole discretion, was approved with a vote of 32,034,165 shares FOR and 3,072,686 shares AGAINST the proposal.

 

  ● The proposal to adopt the Amended Omnibus Equity Incentive Plan was approved with a vote of 25,594,768 shares FOR and 2,333,068 shares AGAINST the proposal, with 455,735 shares abstaining from the vote.

 

As of April 14, 2020, the Company has not yet filed amendments to its Charter to increase the number of authorized Common Stock or to institute a reverse split.