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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/21/22 Quest Water Global, Inc. 8-A12G 9/22/22 1:62K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 8-A12G Registration Statement for a Class of Securities HTML 61K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
QUEST WATER GLOBAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 27-1994359 | |
| (State
or other jurisdiction of incorporation) |
(I.R.S.
Employer Identification No.) |
Suite 209 – 828 Harbourside Drive North Vancouver, British Columbia, Canada |
V7P 3R9 | |
| (Address of principal executive offices) | (Zip Code) |
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 | |
| N/A | N/A |
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: ______________________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common stock, par value $0.000001 per share
(Title of class)
C:
Item 1 Description of Registrant’s Securities to be Registered
Introduction
In the discussion that follows, we have summarized selected provisions of the certificate of incorporation of Quest Water Global, Inc. (“we”, “us”, “our”, the “Company”), as amended, bylaws and the Delaware General Corporation Law (the “DGCL”) relating to our capital stock. This summary is not complete. This discussion is subject to the relevant provisions of Delaware law and is qualified in its entirety by reference to our certificate of incorporation, as amended, and our bylaws. Investors should read the provisions of our certificate of incorporation, as amended, and our bylaws as currently in effect for provisions that may be important to them.
Authorized Capital Stock
Our authorized share capital consists of 500,000,000 shares of common stock, par value $0.000001 per share, and 5,000,000 shares of preferred stock, par value $0.000001 per share (the “Preferred Stock”). As of the date of this registration statement, 131,903,029 shares of our common stock are issued and outstanding.
Common Stock
Each share of our common stock entitles its holder to one vote in the election of each director and on all other matters voted on generally by our stockholders, other than any matter that (1) solely relates to the terms of any outstanding series of preferred stock or the number of shares of that series and (2) does not affect the number of authorized shares of preferred stock or the powers, privileges and rights pertaining to the common stock. No share of our common stock affords any cumulative voting rights. This means that the holders of a majority of the voting power of the shares voting for the election of directors can elect all directors to be elected if they choose to do so.
Holders of our common stock will be entitled to dividends in such amounts and at such times as our Board of Directors in its discretion may declare out of funds legally available for the payment of dividends. We currently intend to retain our entire available discretionary cash flow to finance the growth, development and expansion of our business and do not anticipate paying any cash dividends on the common stock in the foreseeable future. Any future dividends will be paid at the discretion of our Board of Directors after taking into account various factors, including:
| ● | general business conditions; | |
| ● | industry practice; | |
| ● | our financial condition and performance; | |
| ● | our future prospects; | |
| ● | our cash needs and capital investment plans; | |
| ● | our obligations to holders of any preferred stock we may issue; | |
| ● | income tax consequences; and | |
| ● | the restrictions Delaware and other applicable laws and our credit arrangements then impose. |
If we liquidate or dissolve our business, the holders of our common stock will share rateably in all our assets that are available for distribution to our stockholders after our creditors are paid in full and the holders of all series of our outstanding preferred stock, if any, receive their liquidation preferences in full.
Our common stock has no pre-emptive rights and is not convertible or redeemable or entitled to the benefits of any sinking or repurchase fund.
C:
Preferred Stock
Our Board of Directors has the authority, within the limitations and restrictions set forth in our certificate of incorporation, as amended, to issue 5,000,0000 shares of Preferred Stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of any series, without further vote or action by the stockholders. The issuance of shares of Preferred Stock may have the effect of delaying, deferring or preventing a change in our control without further action by the stockholders. The issuance of shares of Preferred Stock with voting and conversion rights may adversely affect the voting power of the holders of our common stock, including voting rights, of the holders of our common stock. In some circumstances, this issuance could have the effect of decreasing the market price of our common stock. We currently have no plans to issue any shares of Preferred Stock.
Undesignated Preferred Stock may enable our Board of Directors to render more difficult or to discourage an attempt to obtain control of our company by means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance of shares of Preferred Stock may adversely affect the rights of our common stockholders. For example, any shares of Preferred Stock issued may rank prior to the common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of common stock. As a result, the issuance of shares of Preferred Stock, or the issuance of rights to purchase shares of Preferred Stock, may discourage an unsolicited acquisition proposal or bids for our common stock or may otherwise adversely affect the market price of our common stock or any existing Preferred Stock.
Series A Voting Preferred Stock
From our 5,000,000 authorized shares of Preferred Stock, our Board of Directors has designated a series as “Series A Voting Preferred Stock”. The authorized number of shares constituting the Series A Voting Preferred Stock is two (2). On January 6, 2012, we completed a share exchange with Quest Water Solutions, Inc. (“Quest NV”), a Nevada corporation that is now our wholly owned subsidiary and operating business, pursuant to which John Balanko and Peter Miele, our senior officers, directors and principal shareholders, each received one share of Series A Voting Preferred Stock.
Holders of Series A Voting Preferred Stock are entitled to vote on all matters on which the holders of our common stock are entitled to vote. The holders of shares of common stock and the holders of shares of any other capital stock having general voting rights are required to vote together as one class on all matters submitted to a vote of our stockholders. As of any record date or other determination date, each holder is entitled to the number of votes equal to the quotient derived by dividing the total number of outstanding shares of Series A Voting Preferred Stock into a number equal to the quotient derived by dividing 0.4285 into the total number of votes of the common stock and any other capital stock of the Company (other than the Series A Voting Preferred Stock) having general voting rights.
For so long as any shares of Series A Voting Preferred Stock are outstanding, we cannot, directly or indirectly, take any of the following actions (including by means of merger, consolidation, reorganization, recapitalization or otherwise) without the prior approval (by vote or written consent) of each of the holders of Series A Voting Preferred Stock: (i) amend, repeal, alter or add, delete or otherwise change the powers, preferences, rights or privileges of the Series A Voting Preferred Stock; (ii) amend or waive any provision of our certificate of incorporation in a manner that would change the powers, preferences, rights or privileges of the Series A Voting Preferred Stock; (iii) effect any stock split or combination or classify, reclassify or issue any additional shares of Series A Voting Preferred Stock; or (iv) enter into any agreement with respect to the foregoing clauses (i) through (iii).
Holders of Series A Voting Preferred Stock are not entitled to receive any dividends or other distributions (whether in cash, stock or property of the Company) in respect of any shares of Series A Voting Preferred Stock held by them. Likewise, holders of Series A Voting Preferred Stock are not entitled to receive any distributions upon liquidation, dissolution or winding-up of the Company in respect of any shares of Series A Voting Preferred Stock held by them.
No holder of Series A Voting Preferred Stock may transfer, and the Company cannot register the transfer of, such shares of Series A Voting Preferred Stock, whether by sale, assignment, gift, bequest, appointment, operation of law or otherwise, except for a transfer under the laws of descent upon the death of a holder of Series A Voting Preferred Stock.
C:
Anti-Takeover Effects of Provisions of the DGCL and our Certificate of Incorporation and Bylaws
Provisions of the DGCL and our certificate of incorporation, as amended, and bylaws could make it more difficult to acquire us by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and takeover bids that our Board of Directors may consider inadequate and to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors. We believe that the benefits of increased protection of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in improved terms for our stockholders.
Delaware Anti-Takeover Statute. We are subject to Section 203 of the DGCL, an anti-takeover statute. In general, Section 203 of the DGCL prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the time the person became an interested stockholder, unless the business combination or the acquisition of shares that resulted in a stockholder becoming an interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years prior to the determination of interested stockholder status did own) 15% or more of a corporation’s voting stock. The existence of this provision would be expected to have an anti-takeover effect with respect to transactions not approved in advance by the Board of Directors, including discouraging attempts that might result in a premium over the market price for the shares of common stock held by stockholders.
We are not subject to Section 203 of the DGCL because we do not have a class of voting stock that is listed on a national securities exchange or held of record by more than 2,000 stockholders and we have not elected by a provision in our original certificate of incorporation or any amendment thereto to be governed by Section 203. Unless we adopt an amendment of our certificate of incorporation by action of our stockholders expressly electing not to be governed by Section 203, we would generally become subject to Section 203 of the DGCL at such time that we have a class of voting stock that is either listed on a national securities exchange or held of record by more than 2,000 stockholders, except that the restrictions contained in Section 203 would not apply if the business combination is with an interested stockholder who became an interested stockholder before the time that we have a class of voting stock that is either listed on a national securities exchange or held of record by more than 2,000 stockholders.
Amendments to Our Certificate of Incorporation. Under the DGCL, the affirmative vote of a majority of the outstanding shares entitled to vote thereon and a majority of the outstanding stock of each class entitled to vote thereon is required to amend a corporation’s certificate of incorporation. Under the DGCL, the holders of the outstanding shares of a class of our capital stock are entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by our certificate of incorporation, if the amendment would:
| ● | increase or decrease the aggregate number of authorized shares of such class; | |
| ● | increase or decrease the par value of the shares of such class; or | |
| ● | alter or change the powers, preferences or special rights of the shares of such class so as to affect them adversely. |
If any proposed amendment would alter or change the powers, preferences or special rights of one or more series of any class of our capital stock so as to affect them adversely, but not so affect the entire class, then only the shares of the series so affected by the amendment shall be considered a separate class for the purposes of this provision.
C:
Vacancies in the Board of Directors. Our bylaws provide that, subject to limitations, any vacancy occurring in our Board of Directors for any reason may be filled by a majority of the remaining members of our Board of Directors then in office, even if such majority is less than a quorum. Each director so elected may hold office until the expiration of the term of the other directors. Each such directors may hold office until his or her successor is elected and qualified, or until the earlier of his or her death, resignation or removal.
Special Meetings of Stockholders. Under our bylaws, special meetings of stockholders may be called at any time by a majority of the members of the Board of Directors or by any officer instructed by the directors to call such a meeting. Under the DGCL, written notice of any special meeting must be given not less than 10 nor more than 60 days before the date of the special meeting to each stockholder entitled to vote at such meeting.
Requirements for Advance Notification of Stockholder Nominations and Proposals. Our bylaws establish advance notice procedures with respect to stockholder proposals and nomination of candidates for election as directors other than nominations made by or at the direction of our Board of Directors or a committee of our Board of Directors.
No Cumulative Voting. The DGCL provides that stockholders are denied the right to cumulate votes in the election of directors unless our certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation does not provide for cumulative voting.
Item 2 Exhibits
| (1) | Incorporated by reference from our Registration Statement on Form S-1 filed with the SEC on August 17, 2010. |
| (2) | Incorporated by reference from our Current Report on Form 8-K filed with the SEC on January 10, 2012. |
| (3) | Incorporated by reference from our Current Report on Form 8-K filed with the SEC on March 7, 2012. |
| (4) | Incorporated by reference from our Current Report on Form 8-K filed with the SEC on July 26, 2022. |
C:
SIGNATURES
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.
| Dated: September 21, 2022 | QUEST WATER GLOBAL, INC. | |
| By: | /s/ John Balanko | |
| John Balanko | ||
| Chairman, President, Chief Executive Officer, Director | ||
C:
| This ‘8-A12G’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/22/22 | |||
| Filed as of: | 9/21/22 | |||
| 7/26/22 | ||||
| 3/7/12 | 8-K | |||
| 1/10/12 | 8-K | |||
| 1/6/12 | 3, 8-K, 8-K/A | |||
| 8/17/10 | S-1 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/27/22 Quest Water Global, Inc. 8-K:3,5,9 7/21/22 11:783K M2 Compliance LLC/FA 3/08/12 Quest Water Global, Inc. 8-K:5,8,9 3/07/12 2:495K EdgarAgents LLC/FA 1/10/12 Quest Water Global, Inc. 8-K:1,2,3,4 1/06/12 17:3.5M EdgarAgents LLC/FA 8/17/10 Quest Water Global, Inc. S-1 5:851K EdgarAgents LLC/FA |