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 1, 2022 (July 28, 2022)

 

Bloomios, Inc.

(Exact name of Registrant as specified in its charter)

 

Nevada

 

333-206764

 

87-4696476

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

201 W. Montecito Street,Santa Barbara, CA 93101

(Address of principal executive offices and zip code)

 

 Registrant’s telephone number, including area code: (805) 222-6330

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(a) Amendment and Restatement of 2021 Incentive Stock Option Plan

 

On July 28, 2022, at the Company’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”), the stockholders of Bloomios Incorporated (the “Company”) approved the Amended Bloomios 2021 Incentive Stock Option Plan (the “2021 Plan”) to increase the available share reserve by 1.5 million shares as described in our definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on July 5, 2022 (the “Proxy Statement”). The amended 2021 Plan previously had been approved, subject to stockholder approval, by the Executive Compensation Committee of the Board of Directors of the Company (the “Board of Directors”).

 

A summary of the amended 2021 Plan is set forth in our Proxy Statement. That summary and the foregoing description of the amendment are qualified in their entirety by reference to the text of the amended 2021 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting, held on July 28, 2022, the Company’s stockholders approved the four proposals listed below. The final results for the votes regarding each proposal are set forth in the following tables. Each of these proposals is described in detail in the Company’s Proxy Statement.

 

1. Elect three members of the Board of Directors, each to serve for a one-year term:

 

Name

 

Votes For

 

 

Votes

Against

 

 

 

Abstentions

 

 

Broker

Non-Votes

 

Michael Hill

 

 

8,896,496

 

 

 

-

 

 

 

-

 

 

 

5,750

 

John Bennett

 

 

8,896,496

 

 

 

-

 

 

 

-

 

 

 

5,750

 

Barrett Evans

 

 

8,896,496

 

 

 

-

 

 

 

-

 

 

 

5,750

 

 

2. Authorize the Board of Directors to reverse split the common stock by a ratio of one-fortwo to one-for-ten.

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

8,901,898

 348

 -

-

 

3. Approve the amendment of the Bloomios Inc’s 2021 Incentive Stock Option Plan.

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

8,886,571

9,900

-

-

 

4. Ratification of the issuance of notes to company executives for accrued but unpaid compensation.

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

8,886,571

9,900

-

-

 

5. Ratify the appointment of BF Borgers CPA PC to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

8,902,217

-

29

-

 

 

2

 

 

Item 9.01. Financial Statements and Exhibits.

 

(a) Exhibits

 

Exhibit

 

 

 

Incorporated by Reference

 

Filed

Number

 

Exhibit Description

 

Form

 

Date

 

Number

 

Herewith

10.1

 

2021 Equity Incentive Plan, as amended

 

 

 

 

 

 

 

X

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 

 

 

X

    

 

3

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 BLOOMIOS INC.
    
Date: August 1, 2022   By:/s/ Michael Hill

 

 

Michael Hill 
  Chief Executive Officer 
    

  

 

4

 

 

EXHIBIT INDEX

 

Exhibit

 

 

 

Incorporated by Reference

 

Filed

Number

 

Exhibit Description

 

Form

 

Date

 

Number

 

Herewith

10.1

 

2021 Equity Incentive Plan, as amended

 

 

 

 

 

 

 

X

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 

 

 

X

 

 

5
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