UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
(Amendment No. 1)
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 its charter)
|
|
|
|
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
(Address of principal executive offices) (ZIP Code)
Registrant’s telephone number, including area code: (
Not Applicable
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||
| — | — | — |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
Emerging growth company
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. ☐
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K amends Item 9.01 of the Current Report on Form 8-K filed on January 20, 2022 (the "Original Form 8-K") solely to attach the correct Exhibit 10.2. The Original Form 8-K attached the Spin-Off Agreement dated May 25, 2021 as both Exhibit 10.1 and Exhibit 10.2. No other changes have been made to the Original Form 8-K.
| Item 1.01 | Entry Into a Material Definitive Agreement |
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
Further to the Company's Current Report on Form 8-K filed on October 27, 2021, the Company received approval from The Financial Industry Regulatory Authority (FINRA) and, effective January 20, 2022, has completed its spin-off of Edison Power Company ("EPC") the Company's wholly-owned subsidiary.
In connection with the spin-off, the Company entered into a Spin-Off Agreement dated May 25, 2021 with EPC and an Amended Spin-Off Agreement dated October 22, 2021, pursuant to which EPC agreed to issue to shareholders of the Company (upon completion of the spin-off), one-half of one unregistered and restricted share of EPC, for each share of the Company held by shareholders of record on October 22, 2021.
The shares of EPC have not been listed on any stock exchange, and EPC is now an independent private company.
The spin-off does not qualify as a tax-free qualifying spin-off under Section 355 of the Internal Revenue Code of 1986.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit | Description | ||
| 10.1* | Spin-Off Agreement dated May 25, 2021 | ||
| 10.2* | Amended Spin-Off Agreement dated October 22, 2021 |
* Filed Herewith
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.
| INDIGENOUS ROOTS CORP. | ||
| Dated: January 27, 2022 | By: | |
| /s/ Lawrence Faulk | ||
| Lawrence Faulk | ||
| President | ||