UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): |
|
(Exact Name of Registrant as Specified in Charter) |
|
|
|
|
|
|
(
(
(
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 Symbol(s) | Name of each exchange on which registered |
pkn |
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).
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 8 – Other Events
Item 8.01 Other Events.
On March 28, 2024, the Company filed a DEF 14C disclosing that the Board of Directors of both the Company and its wholly owned Subsidiary and its majority shareholder agreed to merge the Company into the Subsidiary with the Subsidiary surviving. The actual merger is the Subsidiary merging into the Company with the Company surviving and operating under the Subsidiary’s name. This type of merger does not require shareholder approval pursuant to the applicable Nevada statutes. On May 1, 2024 the correction has been made with the state of Nevada and an Amended Agreement and Plan of Merger has been executed by the parties.
Item 9.01 Financial Statements and Exhibits
Number Title
Exhibit 3(i) Amended Agreement and Plan of Merger
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ADVANCED VOICE RECOGNITION SYSTEMS, INC.
Dated: May 2, 2024
By: /s/Walter Geldenhuys
WalterGeldenhuys
Title: President, Chief Executive Officer