Get Started for Free Contexxia identifies hard-to-find pieces of information in SEC filings. No more highlighters, no more redlining, no more poring over huge documents. Celexus, Inc (1355559) 10-Q/A published on May 26, 2020 at 3:20 pm
We are filing this Amendment No.1 to our Form 10-Q for the fiscal period ended December 31, 2019, for the purposes of updating our shares outstanding numbers in order to reflect the 1-90 reverse split and to clarify the details and status of the Hempwave transaction as well as other disclosures related to the appointment and resignations of our Officers and Directors. This Amendment No. 1 also contains currently dated certifications as Exhibits 31.1, and 32.1. This Amendment No. 1 does not reflect events occurring after the filing of the original Form 10-Q or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with the Original 10-Q and our other SEC filings subsequent to the filing of the Original 10-Q.
On October 22, 2019, David Soto resigned as the Sole Officer of the Company. On October 22, 2019, Ms. Averbuch was appointed as the Sole Officer and Director of the Company.
On December 30, 2019, the Company and Hempwave announced their intentions to replace the Exchange Agreement with Hempwave and restructure that Exchange Agreement into a stock purchase of the Company’s controlling shares from our President, Ms. Averbuch and set the record date of the completion of the stock purchase (“Stock Purchase Agreement”) to an estimated date of May 31, 2020 or sooner.
On May 20, 2020, the Company and Hempwave, Inc., due to economic conditions and material changes to the Company, the Company and Hempwave, have decided to terminate the contemplated Stock Purchase Agreement by and between the Companies.
On May 22, 2020, The Company has determined not to proceed with its proposed initial offering at this time because the Company has determined that pursuing the public offering at this time is not in the best interests of the Company. Because the Company does not intend to proceed with the proposed offering at this time, the Company believes that withdrawal of the Registration Statement is consistent with the public interest and the protection of investors.