ITEM 5.03. Amendments to Articles of Incorporation or Bylaws? Change in Fiscal
Year.
On March 8, 2022, Generation Hemp, Inc. (the "Company") filed a Certificate of
Merger with the Secretary of State of Delaware to effectuate a merger between
the Company and the Company's newly formed, wholly owned subsidiary, Evergreen
Sustainable Merger Sub, Inc. (the "Merger Sub"). According to the Certificate of
Merger, effective March 9, 2022, the Merger Sub merged with and into the Company
with the Company continuing as the surviving entity (the "Merger").
As permitted by Section 253 of the Delaware General Corporation Law, the sole
purpose of the Merger was to effect a change of the Company's name. Upon the
effectiveness of the filing of the Certificate of Merger with the Secretary of
State of Delaware, which is March 9, 2023, the Company's Certificate of
Incorporation were deemed amended to reflect the change in the Company's
corporate name from Generation Hemp, Inc. to Evergreen Sustainable Enterprises,
Inc. (the "Name Change"). The Company also amended and restated its bylaws to be
effective on March 9, 2023 to reflect the Name Change.
On March 8, 2023, the Company submitted an Issuer Company-Related Action
Notification to FINRA regarding the Name Change. FINRA has not yet declared an
effective date for the Name Change. Pending FINRA approval, the Company's common
stock will continue to trade on the OTCQB under the symbol "GENH".
Copies of the Certificate of Merger filed with the Secretary of State of
Delaware and the Amended and Restated Bylaws are attached hereto as Exhibits
2.1and 3.1 respectively, and are incorporated herein by reference. The only
change to the Company's Amended and Restated Bylaws is the change of the
Company's corporate name from Generation Hemp, Inc. to Evergreen Sustainable
Enterprises, Inc.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
2.1 Certificate of Merger, merging Evergreen Sustainable Enterprises
Merger Sub, Inc. into Generation Hemp, Inc., filed with the Secretary of
State of Delaware on March 8, 2023, effective March 9, 2023.
3.1 Amended and Restated Bylaws of Evergreen Sustainable Enterprises,
Inc., effective March 9, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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