Grundläggande statistik
| CIK | 1286648 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to GZ6G Technologies Corp.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| November 29, 2023 |
GZ6G TECHNOLOGIES CORP 1 Technology Drive, Bldg B, Suite No. B123 Irvine, California 92618 28 November 2023 Ms.Charli Gibbs-Tabler United States Securities And Exchange Commission Division of Corporation Finance Mail Stop 3030 Washington, D.C. 20549 Re: GZ6G Technologies Corp Amendment No. 1 to Registration Statement on Form S-1 Filed February 7, 2023 File No. 333-268149 Dear Ms. Woo: Pursuant to |
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| October 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-51007 GZ6G TECHNOLOGIES CORP. (Exact name of registrant as specified in |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 000-51007 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Fo |
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| May 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 15, 2023 GZ6G TECHNOLOGIES CORP. |
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| May 26, 2023 |
GZ6G Technologies Corp. Engages Successor Firm to Serve as Transfer Agent EXHIBIT 99.1 GZ6G Technologies Corp. Engages Successor Firm to Serve as Transfer Agent IRVINE, CA, May 26, 2023 (GLOBE NEWSWIRE) - via NewMediaWire - GZ6G Technologies Corp. (OTCQB: GZIC) (Company, GZIC) has engaged Pacific Stock Transfer Company (a Securitize company) (“PST”) as its successor registered transfer agent to replace Continental Stock Transfer and Trust Company. On May 15, 2023, Conti |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-51007 (Commission File Number) GZ6G Technologies Corp |
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| May 4, 2023 |
POST EFFECTIVE AMENDMENT NO. 2 TO THE FORM S-1 As filed with the Securities and Exchange Commission on May 17, 2021, as amended (File No. 333-256224) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GZ6G TECHNOLOGIES CORP (Exact name of registrant as specified in its charter) N |
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| April 17, 2023 |
Common Stock Purchase Warrant issued to J.H. Darbie & Co. Inc. dated January 23, 2023 Exhibit 10.70 Form of Warrant NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T |
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| April 17, 2023 |
Common Stock Purchase Warrant issued to J.H. Darbie & Co. Inc. dated September 20, 2022 Exhibit 10.67 Form of Warrant NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T |
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| April 17, 2023 |
Common Stock Purchase Warrant issued to J.H. Darbie & Co. Inc. dated March 8, 2023 Exhibit 10.71 Form of Warrant NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T |
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| April 17, 2023 |
Common Stock Purchase Warrant issued to J.H. Darbie & Co. Inc. dated May 23, 2022 Exhibit 10.66 Form of Warrant NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T |
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| April 17, 2023 |
Common Stock Purchase Warrant issued to Mast Hill Fund, L.P., dated March 8, 2023 Exhibit 10.62 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R |
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| April 17, 2023 |
Common Stock Purchase Warrant issued to J.H. Darbie & Co. Inc. dated April 4, 2022 Exhibit 10.65 Form of Warrant NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T |
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| April 17, 2023 |
Convertible Promissory Note between the Company and Mast Hill Fund, L.P, dated March 8, 2023 Exhibit 10.60 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| April 17, 2023 |
Securities Purchase Agreement between the Company and Mast Hill Fund, L.P. dated January 23, 2023 Exhibit 10.58 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 23, 2023, by and between GZ6G TECHNOLOGIES CORP., a Nevada corporation, with headquarters located at 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 0248 |
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| April 17, 2023 |
Exhibit 21 LIST OF SUBSIDIARIES Green Zebra Media Corp. – 60% controlled |
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| April 17, 2023 |
Common Stock Purchase Warrant issued to J.H. Darbie & Co. Inc. dated December 20, 2022 Exhibit 10.69 Form of Warrant NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T |
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| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 000-51007 (Commission File Number) GZ6G Technologies Corp. (Ex |
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| April 17, 2023 |
Common Stock Purchase Warrant issued to Mast Hill Fund, L.P., dated January 23, 2023 Exhibit 10.59 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R |
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| April 17, 2023 |
Convertible Promissory Note between the Company and Mast Hill Fund, L.P, dated January 23, 2023 Exhibit 10.57 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| April 17, 2023 |
Securities Purchase Agreement between the Company and 1800 Diagonal Lending LLC dated March 8, 2023 Exhibit 10.64 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 2, 2023, by and between GZ6G Technologies Corp., a Nevada corporation, with its address at 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alex |
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| April 17, 2023 |
Promissory Note between the Company and 1800 Diagonal Lending LLC, dated March 8, 2023 Exhibit 10.63 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN |
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| April 17, 2023 |
Common Stock Purchase Warrant issued to J.H. Darbie & Co. Inc. dated November 3, 2022 Exhibit 10.72 Form of Warrant NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T |
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| April 17, 2023 |
Securities Purchase Agreement between the Company and Mast Hill Fund, L.P. dated March 8, 2023 Exhibit 10.61 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 8, 2023, by and between GZ6G TECHNOLOGIES CORP., a Nevada corporation, with headquarters located at 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 ( |
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| April 17, 2023 |
Common Stock Purchase Warrant issued to J.H. Darbie & Co. Inc. dated November 23, 2022 Exhibit 10.68 Form of Warrant NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NT 10-K 1 nt10kgz6gtechnologie.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 000-51007 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transitio |
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| February 7, 2023 |
As filed with the Securities and Exchange Commission on February 7, 2023 As filed with the Securities and Exchange Commission on February 7, 2023 Registration No. |
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| February 7, 2023 |
Securities Purchase Agreement between the Company and Mast Hill Fund, L.P. dated November 23, 2022 Exhibit 10.52 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 23, 2022, by and between GZ6G TECHNOLOGIES CORP., a Nevada corporation, with headquarters located at 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 024 |
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| February 7, 2023 |
Convertible Promissory Note between the Company and Mast Hill Fund, L.P, dated November 23, 2022 Exhibit 10.51 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| February 7, 2023 |
Convertible Promissory Note between the Company and Mast Hill Fund, L.P, dated December 20, 2022 Exhibit 10.54 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| February 7, 2023 |
Common Stock Purchase Warrant issued to Mast Hill Fund, L.P., dated December 20, 2022. Exhibit 10.56 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R |
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| February 7, 2023 |
Common Stock Purchase Warrant issued to Mast Hill Fund, L.P., dated November 23, 2022, Exhibit 10.53 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R |
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| February 7, 2023 |
Securities Purchase Agreement between the Company and Mast Hill Fund, L.P. dated December 20, 2022 Exhibit 10.55 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 20, 2022, by and between GZ6G TECHNOLOGIES CORP., a Nevada corporation, with headquarters located at 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 024 |
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| November 14, 2022 |
Convertible Promissory Note between the Company and Janbella Group LLC dated November 8, 2022 Exhibit 10.4 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE |
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| November 14, 2022 |
Stock Purchase Warrant issued to Fourth Man LLC Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| November 14, 2022 |
Securities Purchase Agreement dated November 8, 2022 between the Company and Janbella Group LLC Exhibit 10.5 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 8, 2022, by and between GZ6G Technologies Corp., a Nevada corporation, with its address at 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (the “Company”), and Janbella Group LLC, a North Carolina limited liability company, with its address at 20311 Chartwell Center Drive, Suit |
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| November 14, 2022 |
Promissory Note dated November 3, 2022 issued to Fourth Man LLC Exhibit 10.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 333-256224 (Commission File Number) GZ6G Technologies |
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| November 14, 2022 |
Securities Purchase Agreement dated November 3, 2022 between the Company and Fourth Man LLC Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 3, 2022, by and between GZ6G TECHNOLOGIES CORP., a Nevada corporation, with headquarters located at 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (the “Company”), and FOURTH MAN, LLC, a Nevada limited liability company, with its address at 21520 Yorba Linda Blvd., Suite G PMB |
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| November 4, 2022 |
Stock Purchase Agreement between GZIC and 1800 Diagonal Lending LLC dated October 11, 2022 EX-10.45 6 ex10-45gz6gtechno.htm EX-10.45 Exhibit 10.45 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 11, 2022, by and between GZ6G Technologies Corp., a Nevada corporation, with its address at 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its a |
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| November 4, 2022 |
Convertible Promissory Note between GZIC and 1800 Diagonal Lending LLC dated August 23, 2022 EX-10.42 3 ex10-42gz6gtechno.htm EX-10.42 Exhibit 10.42 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) A |
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| November 4, 2022 |
As filed with the Securities and Exchange Commission on November 3, 2022 As filed with the Securities and Exchange Commission on November 3, 2022 Registration No. |
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| November 4, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 Form Type GZIC Technologies Corp. |
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| November 4, 2022 |
Stock Purchase Agreement between GZIC and 1800 Diagonal Lending LLC dated August 23, 2022 EX-10.43 4 ex10-43gz6gtechno.htm EX-10.43 Exhibit 10.43 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 23, 2022, by and between GZ6G Technologies Corp., a Nevada corporation, with its address at 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its ad |
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| November 4, 2022 |
Convertible Promissory Note between GZIC and 1800 Diagonal Lending LLC dated October 11, 2022 EX-10.44 5 ex10-44gz6gtechno.htm EX-10.44 Exhibit 10.44 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) A |
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| October 17, 2022 |
EXHIBIT 10.2 PROMISSORY NOTE Consolidation of Previous Notes, Advances, Fees and Accounts Payable Borrower: GZ6G Technologies Corporation, of 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (?Borrower?) Lender: William Coleman Smith, of 25422 Trabucco Road, Suite 105-275, Lake Forest, CA 92630 and ELOC Holdings Corp., of hereinafter collectively referred to as ?Lender?. Principal Amount: $1,21 |
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| October 17, 2022 |
EX-10.1 2 gzicex101.htm BOARD AND MAJORITY SHAREHOLDER RESOLUTION EXHIBIT 10.1 |
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| October 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 14, 2022 (September 1, 2022) GZ6G TECHNOLOGIES CORP. |
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| September 28, 2022 |
EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of September 20, 2022, by and between GZ6G TECHNOLOGIES CORP., a Nevada corporation, with headquarters located at 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (the ?Company?), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 024 |
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| September 28, 2022 |
EX-10.3 4 gzicex103.htm COMMON STOCK PURCHASE WARRANT EXHIBIT 10.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT |
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| September 28, 2022 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 28, 2022 (September 20, 2022) GZ6G TECHNOLOGIES CORP. |
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| September 28, 2022 |
EXHIBIT 10.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 333-256224 (Commission File Number) GZ6G Technologies Corp |
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| July 26, 2022 |
EXHIBIT 10.5 ADDENDUM TO AGREEMENT DATED April 7th, 2022, BETWEEN ACORN MANAGEMENT PARTNERS AND GZ6G TECHNOLOGIES CORP. CHANGE IN PAYMENT COMPENSATION FOR FIRST PERIOD (6 Months) ACORN MANAGEMENT PARTNERS has granted GZ6G TECHNOLOGIES CORP a change in compensation terms for the FIRST PERIOD (6 Months). Under the NEW agreed upon terms, ACORN MANAGEMENT PARTNERS has agreed to forgo the monthly cash |
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| July 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 14, 2022 GZ6G TECHNOLOGIES CORP. |
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| July 26, 2022 |
EX-10.1 2 gzicex101.htm SPONSORSHIP & SERVICES AGREEMENT EXHIBIT 10.1 SPONSORSHIP & SERVICES AGREEMENT THIS SPONSORSHIP AGREEMENT (this “Agreement”) is entered into to be effective June 14, 2022 (the “Effective Date”) between Rangers Stadium Company LLC, a Delaware limited liability company (“StadCo,” or the “Rangers”), on the one hand, and GZ6G Technologies Corp. (“Sponsor”), on the other hand. T |
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| July 26, 2022 |
EX-10.2 3 gzicex102.htm CONVERTIBLE PROMISSORY NOTE EXHIBIT 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE |
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| July 26, 2022 |
EX-10.3 4 gzicex103.htm STOCK PURCHASE AGREEMENT EXHIBIT 10.3 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 11, 2022, by and between GZ6G Technologies Corp., a Nevada corporation, with its address at 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with it |
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| July 18, 2022 |
RW 1 posamrw.htm RW GZ6G TECHNOLOGIES CORP 1 Technology Drive, Bldg B, Suite No. B123 Irvine, California 92618 18 July 2022 Ms. Jan Woo United States Securities And Exchange Commission Division of Corporation Finance Mail Stop 3030 Washington, D.C. 20549 Re: GZ6G Technologies Corp POST EFFECTIVE AMENDMENT NO. 1 TO THE FORM S-1 Filed June 30, 2022 File No. 333-256224 Dear Ms. Woo: Pursuant to Rule |
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| June 30, 2022 |
POS AM 1 posam.htm POS AM POST EFFECTIVE AMENDMENT NO. 1 TO THE FORM S-1 As filed with the Securities and Exchange Commission on May 17, 2021, as amended (File No. 333-256224) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GZ6G TECHNOLOGIES CORP (Exact name of registrant as s |
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| June 9, 2022 |
8-A12G 1 form8a12g.htm 8-A12-G UNITED STATES SECURITIES 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 GZ6G TECHNOLOGIES CORP (Exact name of registrant as specified in its charter) Nevada 20-0452700 (State of incorporation or organization) (IRS Employer or Identification N |
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| June 9, 2022 |
UNITED STATES SECURITIES 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 GZ6G TECHNOLOGIES CORP (Exact name of registrant as specified in its charter) Nevada 20-0452700 (State of incorporation or organization) (IRS Employer or Identification No.) 1 Technology Drive, Buildin |
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| June 9, 2022 |
As filed pursuant to Rule 424(b)(2) Registration No. 333-262329 PROSPECTUS GZ6G Technologies Corp. Selling Shareholders 5,000,000 Shares of Common Stock (Mast Hill Fund, LP Equity Line) 560,000 Shares of Common Stock Pursuant to a Promissory Note (Talos Victory Fund, LLC) 1,130,487 Shares of Common Stock Pursuant to the Exercise of Common Stock Purchase Warrants (Mast Hill Fund, LP (560,000); Talo |
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| June 9, 2022 |
GZ6G Technologies Corp. 16,666,667 Shares of Common Stock 3,589,744 Shares by Selling Shareholder 424B2 1 form424b2.htm 424B2 As filed pursuant to Rule 424(b)(2) Registration No. 333-256224 PROSPECTUS GZ6G Technologies Corp. 16,666,667 Shares of Common Stock 3,589,744 Shares by Selling Shareholder This is the initial offering of Common Stock of GZ6G Technologies Corp. We are offering for sale a total of 16,666,667 shares of Common Stock at a fixed price of $0.30 per share for the duration of t |
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| June 7, 2022 |
EX-10.5 6 gzicex105.htm COMMON STOCK PURCHASE WARRANT EXHIBIT 10.5 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT |
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| June 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 2, 2022 GZ6G TECHNOLOGIES CORP. |
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| June 7, 2022 |
EX-10.7 8 gzicex107.htm PROMISSORY NOTE EXHIBIT 10.7 THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR THE SECURITIES LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, HYPOTHECATED, GIVEN, BEQUEATHED, TRANSFERRED, ASSIGNED PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF (“TRANSFERRED”) EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH |
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| June 7, 2022 |
EX-10.8 9 gzicex108.htm PROMISSORY NOTE EXHIBIT 10.8 THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR THE SECURITIES LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, HYPOTHECATED, GIVEN, BEQUEATHED, TRANSFERRED, ASSIGNED PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF (“TRANSFERRED”) EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH |
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| June 7, 2022 |
EX-10.6 7 gzicex106.htm PROMISSORY NOTE EXHIBIT 10.6 THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR THE SECURITIES LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, HYPOTHECATED, GIVEN, BEQUEATHED, TRANSFERRED, ASSIGNED PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF (“TRANSFERRED”) EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH |
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| June 7, 2022 |
EX-10.4 5 gzicex104.htm STOCK PURCHASE AGREEMENT EXHIBIT 10.4 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 23, 2022, by and between GZ6G TECHNOLOGIES CORP., a Nevada corporation, with headquarters located at 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its a |
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| June 7, 2022 |
EX-10.2 3 gzicex102.htm STOCK PURCHASE AGREEMENT EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 20, 2022, by and between GZ6G Technologies Corp., a Nevada corporation, with its address at 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its |
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| June 7, 2022 |
EX-10.9 10 gzicex109.htm CONTRACT EXHIBIT 10.9 CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) is made and effective May 19, 2022, BETWEEN: Beyond Media SEZC (the “Consultant”), a company organized and existing under the laws of the Cayman Islands with its head office located at: 90 North Church St George Town Cayman Islands AND: GZ6G Technologies Corp (the “Company”), a company o |
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| June 7, 2022 |
Promissory Note between GZIC and Mast Hill Fund, L.P. EX-10.3 4 gzicex103.htm PROMISSORY NOTE EXHIBIT 10.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) |
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| June 7, 2022 |
EXHIBIT 10.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 333-256224 (Commission File Number) GZ6G Technologies Cor |
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| May 10, 2022 |
1 Technology Drive, Bldg B, Suite No. B123 Irvine, California 92618 10 May 2022 CORRESP 1 filename1.htm 1 Technology Drive, Bldg B, Suite No. B123 Irvine, California 92618 10 May 2022 Ms. Lauren Pierce Ms. Jan Woo United States Securities and Exchange Commission 100 F Street NE Washington D.C. 20549 Re: GZ6G Technologies Corp. Registration Statement on Form S-1 File No. 333-262329 Dear Ms. Pierce: Pursuant to Rule 461 of the Securities Act of 1933, as amended, GZ6G Technologi |
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| May 5, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 27, 2022 GZ6G TECHNOLOGIES CORP. |
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| May 5, 2022 |
GZ6G Technologies Issues Statement Regarding Unauthorized Stock Promotion EX-99.1 2 ex991.htm PRESS RELEASE DATED MAY 4, 2022 GZ6G Technologies Issues Statement Regarding Unauthorized Stock Promotion LAS VEGAS, NV, May 4, 2022 – GZ6G Technologies Corp. (OTCQB: GZIC), an enterprise smart solutions provider for cities, stadiums, universities and other large venues, today issued a statement regarding an unauthorized stock promotion of which it recently became aware. 1. In |
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| April 28, 2022 |
Sharon D. Mitchell, Attorney at Law SD Mitchell & Associates, PLC 829 Harcourt Rd. ∙ Grosse Pointe Park, Michigan 48230 (248) 515-6035 (Phone) (248) 751-6030 (Facsimile) [email protected] 27 April 2022 Ms. Alexandra Barone Ms. Jan Woo United States Securities And Exchange Commission Division of Corporation Finance Office of Technology Mail Stop 3561 Washington, D.C. 20549 Re: GZ6G Technolog |
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| April 28, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 Form Type GZIC Technologies Corp. |
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| April 28, 2022 |
As filed with the Securities and Exchange Commission on April 27 , 2022 As filed with the Securities and Exchange Commission on April 27 , 2022 Registration No. |
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| April 15, 2022 |
EX-99.2 3 gzicex992.htm SHARE PURCHASE AGREEMENT EXHIBIT 99.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 4, 2022, by and between GZ6G TECHNOLOGIES CORP., a Nevada corporation, with headquarters located at 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its |
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| April 15, 2022 |
COMMON STOCK PURCHASE WARRANT GZ6G TECHNOLOGIES CORP. EXHIBIT 99.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE |
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| April 15, 2022 |
PROFESSIONAL RELATIONS AND CONSULTING AGREEMENT EXHIBIT 99.4 PROFESSIONAL RELATIONS AND CONSULTING AGREEMENT THIS PROFESSIONAL RELATIONS AND CONSULTING AGREEMENT (the ?Agreement?) is between GZ6G TECHNOLOGIES CORP., a Nevada corporation, whose address (the "Company") 8925 West Post Road Suite 105-275 Las Vegas, NV 89148 and ACORN MANAGEMENT PARTNERS, L.L.C., a Georgia Limited Liability Company located at 4080 McGinnis Ferry Rd #1101, Alpharetta |
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| April 15, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 7, 2022 GZ6G TECHNOLOGIES CORP. |
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| April 15, 2022 |
EX-99.1 2 gzicex991.htm PROMISSORY NOTE EXHIBIT 99.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) |
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| April 6, 2022 |
As filed with the Securities and Exchange Commission on April 5 , 2022 As filed with the Securities and Exchange Commission on April 5 , 2022 Registration No. |
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| April 6, 2022 |
Sharon D. Mitchell, Attorney at Law SD Mitchell & Associates, PLC 829 Harcourt Rd. ∙ Grosse Pointe Park, Michigan 48230 (248) 515-6035 (Phone) (248) 751-6030 (Facsimile) [email protected] 5 April 2022 Ms. Alexandra Barone Ms. Jan Woo United States Securities And Exchange Commission Division of Corporation Finance Office of Technology Mail Stop 3561 Washington, D.C. 20549 Re: GZ6G Technologi |
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| April 6, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 Form Type GZIC Technologies Corp. |
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| March 28, 2022 |
Exhibit 21 LIST OF SUBSIDIARIES Green Zebra Media Corp. ? 60% controlled |
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| March 28, 2022 |
Exhibit 4.2 DESCRIPTION OF SECURITIES The following summary describes the material terms of the Company?s common stock and preferred stock. The description of common stock and preferred stock is qualified by reference to our Articles of Incorporation, as amended and our Bylaws, which are incorporated by reference as exhibits to the Annual Report on Form 10-K of which this exhibit is a part. As of |
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| March 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 333-256224 (Commission File Number) GZ6G Technologies Corp. (E |
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| February 25, 2022 |
8-K 1 form8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 7, 2022 GZ6G TECHNOLOGIES CORP. (Exact name of Company as specified in its charter) Nevada 333-256224 20-0452700 (State or other jurisdiction of Incorporat |
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| February 18, 2022 |
EX-FILING FEES 4 forms1aexfee.htm FILING FEES TABLE Exhibit 107 Calculation of Filing Fee Tables Form S-1 Form Type GZIC Technologies Corp. (Exact Name of Registrant as Specified in its Charter Offering and Selling Stockholders Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount to be Registered Maximum Offering Price Per Share Maximum Aggregate Offering Price (1) Fee r |
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| February 18, 2022 |
As filed with the Securities and Exchange Commission on February 17 , 2022 S-1/A 1 forms1a2.htm S-1/A As filed with the Securities and Exchange Commission on February 17 , 2022 Registration No. 333-262329 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GZ6G TECHNOLOGIES CORP (Exact name of registrant as specified in its charter) Nevada 7375 20-0452700 (State or othe |
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| February 18, 2022 |
CORRESP 11 filename11.htm Sharon D. Mitchell, Attorney at Law SD Mitchell & Associates, PLC 829 Harcourt Rd. ∙ Grosse Pointe Park, Michigan 48230 (248) 515-6035 (Phone) (248) 751-6030 (Facsimile) [email protected] 17 February 2022 Ms. Alexandra Barone Ms. Jan Woo United States Securities And Exchange Commission Division of Corporation Finance Office of Technology Mail Stop 3561 Washington, |
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| February 3, 2022 |
EX-FILING FEES 3 forms1aexfee.htm FILING FEES TABLE Exhibit 107 Calculation of Filing Fee Tables Form S-1 Form Type GZIC Technologies Corp. (Exact Name of Registrant as Specified in its Charter Offering and Selling Stockholders Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount to be Registered Maximum Offering Price Per Share Maximum Aggregate Offering Price (1) Fee r |
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| February 3, 2022 |
Sharon D. Mitchell, Attorney at Law SD Mitchell & Associates, PLC 829 Harcourt Rd. ∙ Grosse Pointe Park, Michigan 48230 (248) 515-6035 (Phone) (248) 751-6030 (Facsimile) [email protected] 2 February 2022 Ms. Alexandra Barone Ms. Jan Woo United States Securities And Exchange Commission Division of Corporation Finance Office of Technology Mail Stop 3561 Washington, D.C. 20549 Re: GZ6G Technol |
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| February 3, 2022 |
As filed with the Securities and Exchange Commission on February 2 , 2022 As filed with the Securities and Exchange Commission on February 2 , 2022 Registration No. |
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| January 25, 2022 |
EX-10.13 7 ex1013.htm REGISTRATION RIGHTS AGREEMENT BETWEEN MAST HILL FUND, L.P. AND GZ6G TECHNOLOGIES CORP. DATED DECEMBER 16, 2021 Exhibit 10.13 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 10, 2021, is entered into by and between GZ6G TECHNOLOGIES CORP., a Nevada corporation (the “Company”), and MAST HILL FUND, L.P., a Delaware limite |
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| January 25, 2022 |
Common Stock Purchase Warrant issued to Mast Hill Fund, L.P. dated November 10, 2021 EX-10.11 5 ex1011.htm COMMON STOCK PURCHASE WARRANT ISSUED TO MAST HILL FUND, L.P. DATED NOVEMBER 10, 2021 Exhibit 10.11 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AME |
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| January 25, 2022 |
Promissory Note issued to Mast Hill Fund, L.P. dated November 3, 2021 Exhibit 10.10 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| January 25, 2022 |
Common Stock Purchase Warrant issued to Talos Victory Fund LLC dated December 16, 2021 EX-10.18 12 ex1018.htm COMMON STOCK PURCHASE WARRANT ISSUED TO TALOS VICTORY FUND LLC DATED DECEMBER 16, 2021 Exhibit 10.18 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS |
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| January 25, 2022 |
Common Stock Purchase Warrant issued to J.H. Darbie & Co. Inc. dated November 19, 2021 Exhibit 10.15 Form of Warrant NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT T |
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| January 25, 2022 |
Exhibit 10.20 Carter, Terry & Company. 3060 Peachtree Rd, Suite 1200, Atlanta GA 30305 Phone: 404-364-3070-Member FINRA SIPC December 8, 2021 Coleman Smith GZ6G Technologies Inc 8925 West Post Road, Suite 102, Suite 105-275 Las Vegas, NV 89148 Subject: Private Placement Offering for GZ6G Technologies Inc (GZIC-OTCQB) It is our understanding that GZ6G Technologies Inc, the “Company”, desires to rai |
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| January 25, 2022 |
Promissory Note issued to Talos Victory Fund LLC dated December 16, 2021 EX-10.17 11 ex1017.htm PROMISSORY NOTE ISSUED TO TALOS VICTORY FUND LLC DATED DECEMBER 16, 2021 Exhibit 10.17 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, |
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| January 25, 2022 |
Exhibit 10.16 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 16, 2021, by and between GZ6G TECHNOLOGIES CORP., a Nevada corporation, with headquarters located at 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (the “Company”), and TALOS VICTORY FUND, LLC, a Delaware limited liability company, with its address at 348 Cambridge Street #10 |
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| January 25, 2022 |
EX-10.14 8 ex1014.htm FINDER'S FEE AGREEMENT BETWEEN GZ6G TECHNOLOGIES CORP. AND J.H. DARBIE & CO. INC. DATED NOVEMBER 7, 2021 Exhibit 10.14 GZ6G Technologies Corp. 8925 West Post Road Suite 105-275 Las Vegas, NV 89148 Re: Finder’s Fee Agreement Dear William Coleman Smith Jr.: As you know, GZ6G Technologies Corp. (the “Issuer”), has expressed an interest in obtaining private equity or debt capital |
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| January 25, 2022 |
EX-10.9 3 ex109.htm SECURITIES PURCHASE AGREEMENT BETWEEN MAST HILL FUND, L.P. AND GZ6G TECHNOLOGIES CORP. DATED NOVEMBER 3, 2021 Exhibit 10.9 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 3, 2021, by and between GZ6G TECHNOLOGIES CORP., a Nevada corporation, with headquarters located at 8925 West Post Road, Suite 102, Las Vegas, NV 89148 |
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| January 25, 2022 |
EX-10.19 13 ex1019.htm REGISTRATION RIGHTS AGREEMENT BETWEEN TALOS VICTORY FUND LLC AND GZ6G TECHNOLOGIES CORP. DATED DECEMBER 16, 2021 Exhibit 10.19 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 16, 2021, by and between GZ6G TECHNOLOGIES CORP., a Nevada corporation (the “Company”), and TALOS VICTORY FUND, LLC, a Delaware limited liability com |
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| January 25, 2022 |
Amendment to Common Stock Purchase Warrant issued to Mast Hill Fund, L.P. dated December 7, 2021 EX-10.12 6 ex1012.htm AMENDMENT TO COMMON STOCK PURCHASE WARRANT ISSUED TO MAST HILL FUND, L.P. DATED DECEMBER 7, 2021 Exhibit 10.12 AMENDMENT #1 TO THE COMMON STOCK PURCHASE WARRANT ISSUED ON NOVEMBER 10, 2021 THIS AMENDMENT #1 to the Warrant (as defined below) (the “Amendment”) is entered into as of December 7, 2021 (the “Effective Date”), by and between GZ6G Technologies Corp., a Nevada corpora |
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| January 25, 2022 |
As filed with the Securities and Exchange Commission on January 25, 2022 As filed with the Securities and Exchange Commission on January 25, 2022 Registration No. |
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| December 1, 2021 |
Entry into a Material Definitive Agreement 8-K 1 form8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 10, 2021 GZ6G TECHNOLOGIES CORP. (Exact name of Company as specified in its charter) Nevada 333-256224 20-0452700 (State or other jurisdiction of Incorpora |
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| December 1, 2021 |
EQUITY PURCHASE AGREEMENT This equity purchase agreement is entered into as of November 10, 2021 (this "Agreement"), by and between GZ6G Technologies Corp. |
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| November 23, 2021 |
Entry into a Material Definitive Agreement 8-K 1 form8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 19, 2021 GZ6G TECHNOLOGIES CORP. (Exact name of Company as specified in its charter) Nevada 333-256224 20-0452700 (State or other jurisdiction of Incorpora |
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| November 15, 2021 |
Securities Purchase Agreement between the Company and Mast Hill Fund, L.P. dated November 3, 2021 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of November 3, 2021, by and between GZ6G TECHNOLOGIES CORP., a Nevada corporation, with headquarters located at 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (the ?Company?), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 333-256224 (Commission File Number) GZ6G Technologies |
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| November 15, 2021 |
Promissory note between the Company and Mast Hill Fund, L.P. dated November 3, 2021 Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| September 22, 2021 |
8925 West Post Road, Suite 102 Las Vegas, Nevada 89148 22 September 2021 8925 West Post Road, Suite 102 Las Vegas, Nevada 89148 22 September 2021 Ms. Anna Abramson Mr. Larry Spirgel United States Securities and Exchange Commission 100 F Street NE Washington D.C. 20549 Re: GZ6G Technologies Corp. Registration Statement on Form S-1 File No. 333-256224 Dear Ms. Abramson: Pursuant to Rule 461 of the Securities Act of 1933, as amended, GZ6G Technologies Corp (the “Company” |
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| September 17, 2021 |
Sharon D. Mitchell, Attorney at Law SD Mitchell & Associates, PLC 829 Harcourt Rd. ∙ Grosse Pointe Park, Michigan 48230 (248) 515-6035 (Phone) (248) 751-6030 (Facsimile) [email protected] 17 September 2021 Ms. Anna Abramson Mr. Larry Spirgel United States Securities And Exchange Commission Division of Corporation Finance Office of Technology Mail Stop 3561 Washington, D.C. 20549 Re: GZ6G Te |
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| September 17, 2021 |
As filed with the Securities and Exchange Commission on September 17 , 2021 As filed with the Securities and Exchange Commission on September 17 , 2021 Registration No. |
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| September 9, 2021 |
As filed with the Securities and Exchange Commission on September 8 , 2021 As filed with the Securities and Exchange Commission on September 8 , 2021 Registration No. |
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| September 9, 2021 |
Sharon D. Mitchell, Attorney at Law SD Mitchell & Associates, PLC 829 Harcourt Rd. ∙ Grosse Pointe Park, Michigan 48230 (248) 515-6035 (Phone) (248) 751-6030 (Facsimile) [email protected] 8 September 2021 Ms. Anna Abramson Mr. Larry Spirgel United States Securities And Exchange Commission Division of Corporation Finance Office of Technology Mail Stop 3561 Washington, D.C. 20549 Re: GZ6G Tec |
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| August 23, 2021 |
As filed with the Securities and Exchange Commission on August 23 , 2021 As filed with the Securities and Exchange Commission on August 23 , 2021 Registration No. |
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| August 13, 2021 |
As filed with the Securities and Exchange Commission on August 13, 2021 S-1/A 1 forms1a.htm S-1/A AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on August 13, 2021 Registration No. 333-256224 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GZ6G TECHNOLOGIES CORP (Exact name of registrant as specified in its charter) Nevada 7375 20-0452700 (S |
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| August 13, 2021 |
Certificate of Designation of Series A Preferred Stock EX-4.3 2 ex43.htm CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK |
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| August 13, 2021 |
Sharon D. Mitchell, Attorney at Law SD Mitchell & Associates, PLC 829 Harcourt Rd. ∙ Grosse Pointe Park, Michigan 48230 (248) 515-6035 (Phone) (248) 751-6030 (Facsimile) [email protected] 13 August 2021 Ms. Anna Abramson Mr. Larry Spirgel United States Securities And Exchange Commission Division of Corporation Finance Office of Technology Mail Stop 3561 Washington, D.C. 20549 Re: GZ6G Techn |
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| May 17, 2021 |
Equity Purchase Agreement between the Company and World Amber Corp. dated April 25, 2021 EQUITY PURCHASE AGREEMENT THIS EQUITY PURCHASE AGREEMENT (“Agreement”) dated April 25, 2021, is made by and between GZ6G TECHNOLOGIES CORP. |
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| May 17, 2021 |
Form of Convertible Promissory Note, Loan Treaty EX-10.6 15 ex106.htm FORM OF CONVERTIBLE PROMISSORY NOTE, LOAN TREATY CONVERTIBLE PROMISSORY NOTE Dated: [*] Amount: $[*] THIS CONVERTIBLE PROMISSORY NOTE (“Note”) is entered into this [*] day of [*], 202[*], by and between GZ6G Technologies Corp. (“Company”, “GZIC”, “Borrower”), a publicly traded company incorporated in the State of Nevada, and eSilkroad Network Limited (“eSilk”, “Lender”), a pri |
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| May 17, 2021 |
Management Agreement between Green Zebra Media Corp. and William Coleman Smith EMPLOYMENT CONTRACT This Employment Contract (this “Contract”) is made effective as of April 29, 2014, by and between Green Zebra Media Corp. |
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| May 17, 2021 |
Certificate of Designation of Series A Preferred Stock EX-4.3 7 ex43.htm CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK EXHIBIT A NANOSENSORS, INC. CERTIFICATE OF DESIGNATION of the SERIES A CONVERTIBLE PREFERRED STOCK Pursuant to Section 78.1955 of the General Corporation Law of the State of Nevada Pursuant to the authority conferred upon the Board of Directors by the Corporation's Articles of Incorporation (Article THIRD, Paragraph (a)) and |
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| May 17, 2021 |
Management Agreement between the Company and ELOC Holdings Corp. EX-10.2 11 ex102.htm MANAGEMENT AGREEMENT BETWEEN THE COMPANY AND ELOC HOLDINGS CORP. CONSULTING AGREEMENT This Agreement is made effective as of August 01, 2018, by and between Nanosensors, INC, of 25422 Trubuco Rd, Ste. 105 -275, Lake Forest, California 92630, and ELOC Holdings Corp, of 25422 Camino Villa, Lake Forest, California 92630. In this Agreement, the party who is contracting to receive |
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| May 17, 2021 |
Loan Treaty Agreement between the Company and eSilkroad Network Limited LOAN TREATY AGREEMENT THIS LOAN TREATY AGREEMENT (?Treaty?) is entered into by and between GZ6G Technologies Corp. |
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| May 17, 2021 |
Certificate of Amendment to Articles of Incorporation, amended and restated articles |
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| May 17, 2021 |
As filed with the Securities and Exchange Commission on May 17, 2021 S-1 1 forms1.htm S-1 As filed with the Securities and Exchange Commission on May 17, 2021 Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GZ6G TECHNOLOGIES CORP (Exact name of registrant as specified in its charter) Nevada 7375 20-0452700 (State or other jurisdiction of incorporation or organi |
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| May 17, 2021 | ||
| May 17, 2021 |
EX-10.5 14 ex105.htm AMENDMENT TO LOAN TREATY AGREEMENT BETWEEN ESILKROAD NETWORK LIMITED AND THE COMPANY DATED APRIL 6, 2021 AMENDMENT TO LOAN TREATY AGREEMENT THIS AMENDMENT TO LOAN TREATY AGREEMENT (“Amendment”) is entered into on this 6th day of April 2021, by and between GZ6G Technologies Corp (“GZIC”, “Company”, “Borrower”), a publicly traded Nevada corporation, and eSilkroad Network Limited |
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| May 17, 2021 |
EX-10.3 12 ex103.htm STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY, GREEN ZEBRA MEDIA CORP. AND WILLIAM COLEMAN SMITH DATED APRIL 8, 2021 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (“SPA” or “Agreement”) is made and entered into this 8th day of April 2021, by and between GZ6G Technologies Corp (“GZ6G”, “Corporation”), a Nevada corporation and William Coleman Smith (“Smith”), an individu |
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| May 17, 2021 |
Certificate of Amendment to Articles of Incorporation EX-3.7 5 ex37.htm CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION |
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| May 17, 2021 | ||
| May 17, 2021 | ||
| May 17, 2021 |
Certificate of Designation of Special 2018 Series B Preferred Stock EX-4.4 8 ex44.htm CERTIFICATE OF DESIGNATION OF SPECIAL 2018 SERIES B PREFERRED STOCK CERTIFICATE OF DESIGNATION of SPECIAL 2018 SERIES B PREFERRED STOCK of NANOSENSORS, INC. (Pursuant to NRS 78.1955) NANOSENSORS, INC., a Nevada corporation (hereinafter called the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors / Majority Shareholders. The Board |
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| June 29, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-51007 Nanosensors, Inc. (Exact name of registrant as specified in its ch |
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| February 27, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-51007 NANOSENSORS, INC. (Exact name of registrant as specified in its ch |
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| November 14, 2008 | ||
| November 14, 2008 |
UNITED STATES 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): November 10, 2008 NANOSENSORS, INC. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER: 000-51007 NEVADA 20-0452700 (State or other jurisdiction of incorpo |
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| October 20, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB x Quarterly Report Under Section 13 or 15( d) of the Securities Exchange Act of 1934. |
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| September 22, 2008 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES 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): September 16, 2008 NANOSENSORS, INC. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER: 000-51007 NEVADA 20-0452700 (State or other jurisdiction of incorp |
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| September 22, 2008 |
NANOSENSORS, INC. SENIOR PROMISSORY NOTE EXHIBIT 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE |
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| September 8, 2008 |
UNITED STATES 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): September 4, 2008 NANOSENSORS, INC. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER: 000-51007 NEVADA 20-0452700 (State or other jurisdiction of incorpo |
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| July 31, 2008 |
PRER14C 1 v120830prer14c.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) SCHEDULE 14C INFORMATION STATEMENT Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: þ Preliminary information statement. o Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)). o |
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| July 15, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB 10QSB 1 v11984510qsb.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB x Quarterly Report Under Section 13 or 15( d ) of the Securities Exchange Act of 1934. For the Quarterly Period and Six Months Ended May 31, 2008 or o Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Transition Period From to Commission File Number: |
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| June 27, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: þ Preliminary information statement. o Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)). o Definitive information statement. NANOS |
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| May 13, 2008 |
Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits 8-K 1 v1139928-k.htm UNITED STATES 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): May 9, 2008 NANOSENSORS, INC. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER: 000-51007 NEVADA 20-0452700 (State or other jurisdic |
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| May 13, 2008 |
NanoSensors Signs Letter of Intent to Acquire The Gaming Network, A.G. EX-99.1 3 v113992ex99-1.htm EXHIBIT 99.1 NanoSensors Signs Letter of Intent to Acquire The Gaming Network, A.G. Redwood City, CA, May 9 - NanoSensors, Inc. (OTC Bulletin Board: NNSR.OB), today announced that it has signed a letter of intent to acquire all of the issued and outstanding shares of The Gaming Network, A.G. (“TGNAG”), a privately owned corporation. Through its subsidiaries and from clo |
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| May 13, 2008 |
NANOSENSORS, INC. SENIOR PROMISSORY NOTE New York, New York $200,000.00 EX-10.1 2 v113992ex10-1.htm EXHIBIT 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR AN EXEMPTION FROM REGISTRATION UNDER THE S |
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| May 6, 2008 |
NanoSensors, Inc. Appoints Three New Directors EXHIBIT 99.1 NanoSensors, Inc. Appoints Three New Directors Redwood City, CA—May 1, 2008—NanoSensors, Inc. (OTCBB: NNSR.OB) announced today the appointment of Thomas Hendren, William Levy and Barry J. Miller to its Board of Directors. Mr. Miller was also appointed as General Counsel and Corporate Secretary of the Company. “NanoSensors is fortunate to have Thomas Hendren, William Levy and Barry Mil |
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| May 6, 2008 |
8-K 1 v1128888k.htm UNITED STATES 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): May 1, 2008 NANOSENSORS, INC. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER: 000-51007 NEVADA 20-0452700 (State or other jurisdict |
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| April 21, 2008 |
AMENDMENT NO. 1 TO SOFTWARE LICENSE AND SERVICES AGREEMENT Exhibit 10.18 [CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***] HAS BEEN FILED SEPARATELYWITH THE SECURITIES AND EXCHANGE COMMISSION.] AMENDMENT NO. 1 TO SOFTWARE LICENSE AND SERVICES AGREEMENT THIS AMENDMENT NO. 1 TO SOFTWARE LICENSE AND SERVICES AGREEMENT (the “Amendment”) is ent |
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| April 21, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB x Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934. |
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| February 28, 2008 |
Subsidiaries of NanoSensors, Inc. EX-21 29 v105118ex21.htm Exhibit 21 Subsidiaries of NanoSensors, Inc. Company Jurisdiction of Organization Cuchulainn Acquisition, Inc. Panama |
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| February 28, 2008 |
EX-10.16 2 v105118ex10-16.htm |
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| February 28, 2008 |
Exhibit 10.17 CONFIDENTIAL SETTLEMENT AGREEMENT AND GENERAL RELEASE This CONFIDENTIAL SETTLEMENT AGREEMENT AND GENERAL RELEASE (the “Agreement”), is entered into as of this 21st day of December, 2007 by and among NanoSensors, Inc., a Nevada corporation (the “Company”), and Robert Coutu (the “Creditor”), with offices at . The Company and Creditor may be referred to collectively as the“Parties” thro |
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| February 28, 2008 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-KSB x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2007. |
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| January 24, 2008 |
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment’) by and among NANOSENSORS, INC., a Nevada corporation (“Buyer”), CUCHULAINN ACQUISITION, INC., a Panamanian corporation and wholly-owned subsidiary of Buyer (“Merger Sub”) and CUCHULAINN HOLDINGS INC., a Panamanian corporation (the “Seller”). Buyer, Merger Sub and Seller are somet |
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| January 24, 2008 |
EX-99.1 25 v100637ex99-1.htm NanoSensors, Inc. Closes Acquisition of Cuchulainn Holdings in connection with Redirection of Operations Thursday, January 17, 2:00 pm ET REDWOOD CITY, Calif., January 17 - NanoSensors, Inc. (“NanoSensors”) (OTC Bulletin Board: NNSR - News) today announced today that it has closed its acquisition of Cuchulainn Holdings, Inc., a Panamanian company (Cuchulainn). On Novem |
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| January 24, 2008 |
UNITED STATES 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 Current Report (Date of earliest event reported): January 17, 2008. NANOSENSORS, INC. (Exact name of registrant as specified in its charter) Nevada 000-51007 20-0452700 (State or other jurisdiction (Commission (IRS Employer o |
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| January 24, 2008 |
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of January 16, 2008, by and between NANOSENSORS, INC. |
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| January 24, 2008 |
NANOSENSORS, INC. SENIOR PROMISSORY NOTE EX-4.3 24 v100637ex4-3.htm THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT |
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| January 24, 2008 |
EX-3.1 5 v100637ex3-1.htm |
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| January 24, 2008 |
THE TRANSFERABILITY OF THIS WARRANT IS RESTRICTED AS PROVIDED IN SECTION 3 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. |
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| December 17, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934, AND RULE 14f-1 PROMULGATED THEREUNDER NANOSENSORS, INC. (Exact Name of Registrant as Specified in Its Corporate Charter) Nevada 000-51007 20-0452700 (State or Other Jurisdiction of Incorporation or Organization) (Commission F |
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| November 28, 2007 |
UNITED STATES 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): November 27, 2007 NANOSENSORS, INC. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER: 000-51007 NEVADA 20-0452700 (State or other jurisdiction of incorpo |
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| November 28, 2007 |
Exhibit 10.1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”) is entered into as of November 27, 2007, by and among NANOSENSORS, INC., a Nevada corporation (“Buyer”), CUCHULAINN ACQUISITION INC., a Panamanian corporation and a wholly-owned subsidiary of Buyer (“Merger Sub”), and CUCHULAINN HOLDINGS INC., a Panamanian corporation (“Seller”). Buyer, Merger Sub and Se |
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| November 28, 2007 |
EX-99.1 3 v095824ex99-1.htm Exhibit 99.1 NanoSensors, Inc. Signs Merger Agreement with Cuchulainn Holdings in connection with Redirection of Operations Wednesday, November 28, 2:00 pm ET REDWOOD CITY, Calif., Nov. 28 - NanoSensors, Inc. (“NanoSensors”) (OTC Bulletin Board: NNSR - News) today announced that it has today entered into a definitive merger agreement with Cuchulainn Holdings Inc., a Pan |
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| October 12, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [x] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934. |
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| September 13, 2007 |
UNITED STATES 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): September 9, 2007 NANOSENSORS, INC. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER: 000-51007 NEVADA 20-0452700 (State or other jurisdiction of incorpo |
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| September 13, 2007 |
Exhibit 10.1 AGREEMENT AND RELEASE CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT AND RELEASE. BY SIGNING THIS AGREEMENT AND RELEASE, YOU GIVE UP AND WAIVE IMPORTANT LEGAL RIGHTS. This is an agreement and release (the “Agreement”) between NanoSensors, Inc., its stockholders (solely in their capacity as stockholders of NanoSensors, Inc.), affiliates, divisions, successors and assigns, their |
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| September 13, 2007 |
EX-99.1 3 v087524ex99-1.htm Exhibit 99.1 NanoSensors, Inc. Announces Reorganization of Executive Management Team and Redirection of Operations SANTA CLARA, CA. September 13, 2007 - NanoSensors, Inc. (OTCBB: NNSR) today announced that Dr. Ted L. Wong, its Chief Executive Officer, President, Chief Financial Officer and Chairman of the Board, has departed the company. NanoSensors entered into a separ |
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| July 19, 2007 |
Filed Under Rule 424(b)(3) Registration No. 333-136220 PROSPECTUS SUPPLEMENT NO. 6 PROSPECTUS SUPPLEMENT TO REGISTRATION STATEMENT DECLARED EFFECTIVE ON DECEMBER 19, 2006 NANOSENSORS, INC. 374,600,000 SHARES OF COMMON STOCK, $.001 PAR VALUE PER SHARE This Prospectus Supplement updates and should be read in conjunction with the Prospectus dated December 19, 2006, which is to be delivered with this |
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| July 19, 2007 |
Robert Coutu Joins the Board of Directors Of NanoSensors, Inc. Robert Coutu Joins the Board of Directors Of NanoSensors, Inc. Santa Clara, CA—July 19, 2007—NanoSensors, Inc. (OTCBB: NNSR.OB) announced today that Mr. Robert Coutu has joined its Board of Directors. Mr. Coutu presently serves as the president of Ocean Fresh Seafood, Inc. (www.oceanfresh.com), a position he has held since December 1975. Ocean Fresh Seafood sells both international and domestic sp |
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| July 19, 2007 |
UNITED STATES 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): July 17, 2007 NANOSENSORS, INC. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER: 000-51007 NEVADA 20-0452700 (State or other jurisdiction of incorporati |
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| July 13, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB 10QSB 1 v08089110qsb.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB x Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Quarterly Period and Six Months Ended May 31, 2007 or o Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Transition Period From To Commission File Number: 00 |
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| July 13, 2007 |
Filed Under Rule 424(b)(3) Registration No. 333-136220 PROSPECTUS SUPPLEMENT NO. 5 PROSPECTUS SUPPLEMENT TO REGISTRATION STATEMENT DECLARED EFFECTIVE ON DECEMBER 19, 2006 NANOSENSORS, INC. 374,600,000 SHARES OF COMMON STOCK, $.001 PAR VALUE PER SHARE This Prospectus Supplement updates and should be read in conjunction with the Prospectus dated December 19, 2006, which is to be delivered with this |
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| June 25, 2007 |
UNITED STATES 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): June 20, 2007 NANOSENSORS, INC. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER: 000-51007 NEVADA 20-0452700 (State or other jurisdiction of incorporati |
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| June 25, 2007 |
Exhibit 99.1 NANOSENSORS, INC. FOR RELEASE MONDAY, June 25, 2007 AT 7:00 AM EASTERN TIME NanoSensors Extends Letter of Intent to Acquire DKL International SANTA CLARA, CA, June 25, 2007 - NanoSensors, Inc. (OTCBB: NNSR.OB), a nanotechnology development company that develops instruments and sensors to detect explosives, chemical and biological agents, announced today that it has signed an extension |
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| April 17, 2007 |
Filed Under Rule 424(b)(3) Registration No. 333-136220 PROSPECTUS SUPPLEMENT NO. 4 PROSPECTUS SUPPLEMENT TO REGISTRATION STATEMENT DECLARED EFFECTIVE ON DECEMBER 19, 2006 NANOSENSORS, INC. 374,600,000 SHARES OF COMMON STOCK, $.001 PAR VALUE PER SHARE This Prospectus Supplement updates and should be read in conjunction with the Prospectus dated December 19, 2006, which is to be delivered with this |
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| April 16, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB x Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934. |
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| April 11, 2007 |
Filed Under Rule 424(b)(3) Registration No. 333-136220 Prospectus Supplement No. 3 PROSPECTUS SUPPLEMENT TO REGISTRATION STATEMENT DECLARED EFFECTIVE ON DECEMBER 19, 2006 NANOSENSORS, INC. 374,600,000 SHARES OF COMMON STOCK, $.001 PAR VALUE PER SHARE This prospectus supplement updates and should be read in conjunction with the prospectus dated December 19, 2006, as previously supplemented, which i |
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| March 14, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A-3 Under the Securities Exchange Act of 1934 (Amendment No. 3)* NanoSensors, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 63008X107 (CUSIP Number) BRUCE MEYERS c/o Meyers Associates, L.P. 45 Broadway, 2nd Fl. New York, NY 10006 (212) 742-4200 (Name, Address and Telephone Number of Person Auth |
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| February 27, 2007 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-KSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-KSB x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2006. |
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| February 27, 2007 |
Filed Under Rule 424(b)(3) Registration No. 333-136220 PROSPECTUS SUPPLEMENT NO. 2 PROSPECTUS SUPPLEMENT TO REGISTRATION STATEMENT DECLARED EFFECTIVE ON DECEMBER 19, 2006 NANOSENSORS, INC. 374,600,000 SHARES OF COMMON STOCK, $.001 PAR VALUE PER SHARE This Prospectus Supplement updates and should be read in conjunction with the Prospectus dated December 19, 2006, which is to be delivered with this |
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| February 5, 2007 |
FOR RELEASE MONDAY, FEBRUARY 5, 2007 AT 4:00 PM EAST COAST TIME NanoSensors Signs Letter of Intent to Acquire Assets of DKL International SANTA CLARA, CA, February 5 - NanoSensors, Inc. |
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| February 5, 2007 |
UNITED STATES 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): February 5, 2007 NANOSENSORS, INC. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER: 000-51007 NEVADA 20-0452700 (State or other jurisdiction of incorpor |
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| January 26, 2007 |
OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 Washington, D. |
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| December 28, 2006 |
Filed Under Rule 424(b)(3) Registration No. 333-136220 PROSPECTUS SUPPLEMENT NO. 1 PROSPECTUS SUPPLEMENT TO REGISTRATION STATEMENT DECLARED EFFECTIVE ON DECEMBER 19, 2006 NANOSENSORS, INC. 374,600,000 SHARES OF COMMON STOCK, $.001 PAR VALUE PER SHARE This Prospectus Supplement updates and should be read in conjunction with the Prospectus dated December 19, 2006, which is to be delivered with this |
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| December 28, 2006 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES 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 27, 2006 NANOSENSORS, INC. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER: 000-51007 NEVADA 20-0452700 (State or other jurisdiction of incorpo |
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| December 20, 2006 |
NANOSENSORS, INC. 374,600,000 Shares of Common Stock Filed Under Rule 424(b)(3) Registration Number 333-136220 PROSPECTUS NANOSENSORS, INC. |
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| December 19, 2006 |
LETTERHEAD OF NANOSENSORS, INC. 1800 Wyatt Drive, Suite No. 2 Santa Clara, CA 95054 TEL. (408) 855-0051 December 19, 2006 BY FAX (202) 772-9217 AND EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Tim Buchmiller, Esq. Mail Stop 6010 Company Name: NanoSensors, Inc. Type of Report: Registration Statement on Form SB-2 Filing Number: SEC File No. 333-13 |
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| December 19, 2006 |
LETTERHEAD OF NANOSENSORS, INC. 1800 Wyatt Drive, Suite No. 2 Santa Clara, CA 95054 TEL. (408) 855-0051 December 19, 2006 BY FAX (202) 772-9217 AND EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Mr. Tim Buchmiller, Esq. Mail Stop 6010 Company Name: NanoSensors, Inc. Type of Report: Registration Statement on Form SB-2 Filing Number: SEC File No. 333-13 |
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| December 18, 2006 |
As filed with the Securities and Exchange Commission on December 18, 2006 Registration Number 333-136220 SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 18, 2006 |
CORRESP 1 filename1.htm December 18, 2006 Filed via EDGAR and Delivered via Overnight Courier and Facsimile (202) 772-9218 Peggy A. Fisher Assistant Director Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Timothy Buchmiller, Esq. Stop 6010 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: NanoSensors, Inc. Amendment No. 1 to Registration |
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| December 14, 2006 |
Certificate of Amendment to Articles of Incorporation, as amended |
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| December 14, 2006 |
UNITED STATES 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 13, 2006 NanoSensors, Inc. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER: 000-51007 NEVADA 20-0452700 (State or other jurisdiction of incorpo |
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| December 1, 2006 |
As filed with the Securities and Exchange Commission on December 1, 2006 Registration Number 333-136220 SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 22, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB / A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB / A x Quarterly Report Under Section 13 or 15( d ) of the Securities Exchange Act of 1934. |
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| November 13, 2006 |
DEF 14A 1 v056776def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant: ý Filed by a Party other than the Registrant: ¨ Check the appropriate box: ¨ Prelimi |
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| November 3, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-KSB/A AMENDMENT No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-KSB/A AMENDMENT No. |
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| October 30, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A-2 Under the Securities Exchange Act of 1934 (Amendment No. 2)* NanoSensors, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 63008X107 (CUSIP Number) IMTIAZ A. KHAN c/o Meyers Associates, L.P. 45 Broadway, 2nd Fl. New York, NY 10006 (212) 742-4200 (Name, Address and Telephone Number of Person Au |
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| October 30, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A-2 Under the Securities Exchange Act of 1934 (Amendment No. 2)* NanoSensors, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 63008X107 (CUSIP Number) BRUCE MEYERS c/o Meyers Associates, L.P. 45 Broadway, 2nd Fl. New York, NY 10006 (212) 742-4200 (Name, Address and Telephone Number of Person Auth |
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| October 26, 2006 |
October 26, 2006 Filed via EDGAR and Delivered via Facsimile (202) 772-9218 Peggy A. |
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| October 19, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confide |
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| October 19, 2006 |
LICENSE AGREEMENT THIS AGREEMENT made and effective as of the date of last signing (herein the “Effective Date”) by and between Nanosenors, Inc. |
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| October 19, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB x Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934. |
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| October 19, 2006 |
EX-10.4 3 v054869ex10-4.htm LICENSE AGREEMENT THIS AGREEMENT made and effective as of the date of last signing (herein the “Effective Date”) by and between Nanosenors, Inc. (herein “LICENSEE”), having a principal place of business at 1800 Wyatt Drive, Suite 2, Santa Clara, CA 95054, and POSTECH(herein “LICENSOR”), having a principal place of business in Pohang University of Science and Technology |
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| October 18, 2006 |
8-K 1 v0550968k.htm UNITED STATES 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): October 17, 2006 NanoSensors, Inc. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER: 000-51007 NEVADA 20-0452700 (State or other juri |
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| October 16, 2006 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 0-51007 CUSIP Number: 63008X107 o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form N-SAR o Form N-CSR For the Period Ended: August 31, 2006 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transit |
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| October 4, 2006 |
Sincerely yours, Goldstein & DiGioia, LLP /s/ Michael A. Goldstein Michael A. Goldstein CORRESP 1 filename1.htm October 4, 2006 Filed via EDGAR and Delivered via Facsimile (202) 772-9218 Peggy A. Fisher Assistant Director Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Timothy Buchmiller, Esq. Kevin Kuhar Stop 6010 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: NanoSensors, Inc. Form SB-2 Registration Statement Filed on A |
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| September 29, 2006 |
PRER14A 1 v053598pre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Prelimina |
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| September 13, 2006 |
UNITED STATES 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): September 11, 2006 NanoSensors, Inc. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER: 000-51007 NEVADA 20-0452700 (State or other jurisdiction of incorp |
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| September 13, 2006 |
Exhibit 99.1 Press Release Source: NanoSensors, Inc. NanoSensors Enters Into License Agreement With Pohang University of Science and Technology Monday September 11, 4:05 pm ET SANTA CLARA, Calif., Sept. 11 /PRNewswire-FirstCall/ - NanoSensors, Inc. (OTC Bulletin Board: NNSR.OB - News), a nanotechnology development company that develops instruments and sensors to detect explosives, chemical and bio |
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| September 12, 2006 |
PRER14A 1 v052447prer14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Prelimin |
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| September 8, 2006 |
UNITED STATES 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): September 7, 2006 NanoSensors, Inc. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER: 000-51007 NEVADA 20-0452700 (State or other jurisdiction of incorpo |
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| August 25, 2006 |
Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits UNITED STATES 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): August 21, 2006 NanoSensors, Inc. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER: 000-51007 NEVADA 20-0452700 (State or other jurisdiction of incorpora |
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| August 25, 2006 |
Exhibit 99.1 NANOSENSORS, INC. FOR RELEASE TUESDAY, August 22, 2006 AT 4:00 PM EAST COAST TIME NanoSensors Enters Into License Agreement With Michigan State University Santa Clara, California, August 22, 2006 - NanoSensors, Inc. (OTCBB: NNSR.OB), a nanotechnology development company that develops instruments and sensors to detect explosives, chemical and biological agents announced today that it h |
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| August 11, 2006 |
PRE 14A 1 v049770pre-14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Prelimin |
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| August 9, 2006 |
UNITED STATES 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): August 3, 2006 NanoSensors, Inc. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER: 000-51007 NEVADA 20-0452700 (State or other jurisdiction of incorporat |
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| August 9, 2006 |
EX-10.1 3 v049024ex10-1.htm EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into as of August 3, 2006 (the “Effective Date”), by and between Dr. Ted Wong, an individual residing at (“Wong” or “Employee”), and NanoSensors, Inc., a Nevada corporation (the “Company”). WHEREAS, The Company wishes to employ Wong as Chairman, President and Chief Executive Officer of the Company, |
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| August 9, 2006 |
EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is entered into as of August 3, 2006 (the “Effective Date”), by and between Joshua Moser, an individual residing at (“Moser” or “Employee”), and NanoSensors, Inc. |
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| August 9, 2006 |
NANOSENSORS, INC. FOR RELEASE TUESDAY, AUGUST 8, 2006 AT 4:00 PM EAST COAST TIME NanoSensors Enters Into Employment Agreements With Dr. Ted Wong and Mr. Joshua Moser Santa Clara, California, August 8, 2006 - NanoSensors Inc. (OTCBB: NNSR.OB), a nanotechnology development company that develops instruments and sensors to detect explosives, chemical and biological agents announced today that it has e |
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| August 9, 2006 |
BYLAWS OF NANOSENSORS, INC. (amended as of August 3, 2006) ARTICLE I -SHAREHOLDERS 1.01 ANNUAL MEETING. Unless the Directors or the President of the corporation select a different time or date, the annual meeting of shareholders shall be held each year at the location set by the Directors or if no location is set, at the corporation's office. The annual meeting shall be for the purpose of electing |
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| August 1, 2006 |
EX-4.8 3 v048532ex4-8.htm EXHIBIT 4.8 THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“1933 ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS |
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| August 1, 2006 |
EXERCISABLE UNTIL ON OR BEFORE 5:00 P.M., NEW YORK TIME, _________, 2011 EXHIBIT 4.7 THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RE |
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| August 1, 2006 |
EX-10.5 4 v048532ex10-5.htm 2 3 4 5 6 7 8 9 10 11 12 |
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| August 1, 2006 |
SB-2 1 v048532sb2.htm As filed with the Securities and Exchange Commission on August 1, 2006 Registration Number 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NANOSENSORS, INC. (Name of Small Business Issuer in its Charter) Nevada 3829 20-0452700 (State or other jurisdiction of incorporation or organization) (Primar |
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| July 27, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A-1 Under the Securities Exchange Act of 1934 (Amendment No. 1)* NanoSensors, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 63008X107 (CUSIP Number) BRUCE MEYERS c/o Meyers Associates, L.P. 45 Broadway, 2nd Fl. New York, NY 10006 (212) 742-4200 (Name, Address and Telephone Number of Person Auth |
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| July 27, 2006 |
AMENDMENT NO. 1 TO UNIT PURCHASE OPTION AMENDMENT NO. 1 TO UNIT PURCHASE OPTION This Amendment No.1 to the Unit Purchase Option Issued by NanoSensor, Inc. (the “Option Amendment”) is made as of July 21, 2006, by and between Meyers Associates L.P. (“Agent”) and NanoSensors, Inc. (“Company”). Reference is made to that certain Unit Purchase Option issued on or about April 30, 2004 (the “Original Option”) issued by the Company to the Agent. |
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| July 27, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A-1 Under the Securities Exchange Act of 1934 (Amendment No. 1)* NanoSensors, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 63008X107 (CUSIP Number) IMTIAZ A. KHAN c/o Meyers Associates, L.P. 45 Broadway, 2nd Fl. New York, NY 10006 (212) 742-4200 (Name, Address and Telephone Number of Person Au |
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| July 17, 2006 |
EXHIBIT 10.3 |
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| July 17, 2006 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB Back to Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB x Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934. |
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| July 13, 2006 |
Robert Baron Joins the Board of Directors Of NanoSensors, Inc. EX-99.2 3 v047456ex99-2.htm Exhibit 99.2 Robert Baron Joins the Board of Directors Of NanoSensors, Inc. Santa Clara, CA—July 13, 2006—NanoSensors, Inc. (OTCBB: NNSR.OB) announced today that Mr. Robert A. Baron has joined its Board of Directors. Mr. Baron presently serves as a member of the board of directors of two publicly-traded companies, Hemobiotech, Inc. and Exegenics, Inc. Hemobiotech is a d |
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| July 13, 2006 |
UNITED STATES 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): July 7, 2006 NANOSENSORS, INC. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER: 000-51007 NEVADA 20-0452700 (State or other jurisdiction of incorporatio |
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| July 13, 2006 |
NANOSENSORS, INC. NanoSensors Forms Technical Advisory Board Exhibit 99.1 NANOSENSORS, INC. NanoSensors Forms Technical Advisory Board Santa Clara, California, July 12, 2006 - NanoSensors Inc. (OTCBB: NNSR.OB), a nanotechnology development company that develops instruments and sensors to detect explosives, chemical and biological agents announces today that it has formed a Technical Advisory Board that consists of five experts in the nanotechnology industry |
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| June 28, 2006 |
8-K 1 v046408-8k.htm UNITED STATES 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): June 27, 2006 NANOSENSORS, INC. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER: 000-51007 NEVADA 20-0452700 (State or other jurisd |
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| June 28, 2006 |
NanoSensors Completes Private Placement of Units NanoSensors Completes Private Placement of Units Santa Clara, CA—June 28, 2006 —NanoSensors, Inc. |
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| June 28, 2006 |
Name of Purchaser Agreement No. SECURITIES PURCHASE AGREEMENT NANOSENSORS, INC. Up to $1,500,000 of Units Each Unit consisting of one share of Common Stock and one Common Stock Purchase Warrant, each entitling the holder to purchase one share of Common Stock. Maximum of 150,000,000 shares of Common Stock and 150,000,000 Warrants Offering Price - $0.01 per Unit, Minimum Investment $50,000 (Common S |
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| June 28, 2006 |
THE TRANSFERABILITY OF THIS WARRANT IS RESTRICTED AS PROVIDED IN SECTION 3 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. |
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| June 28, 2006 |
EXERCISABLE UNTIL ON OR BEFORE 5:00 P.M., NEW YORK TIME, _________, 2011 THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. |
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| June 28, 2006 |
EX-10.2 5 v046408ex10-2.htm EXHIBIT C REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 2006, by and among Nanosensors, Inc., a Nevanda corporation (the “Company”), and the investors signatory hereto (each an “Investor” and collectively, the “Investors”). This Agreement is made pursuant to the Securities Purchase Agreement, dated a |
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| June 15, 2006 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities UNITED STATES 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): June 13, 2006 NANOSENSORS, INC. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER: 000-51007 NEVADA 20-0452700 (State or other jurisdiction of incorporati |
