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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 23, 2026
WASTE
ENERGY CORP.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
000-55049 |
|
27-3098487 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
3250
Oakland Hills Court, Fairfield, California 94534
(Address
of principal executive offices and Zip Code)
Registrant’s
telephone number, including area code: 424.570.9446
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:
| ☐ |
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Nil |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
☐
Emerging growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.07. Submission of Matters to a Vote of Security Holders.
As
previously disclosed in the definitive proxy statement filed by Waste Energy Corp. (the “Company”) with the Securities and
Exchange Commission, the Company solicited the written consent of its stockholders to approve an amendment to the Company’s Articles
of Incorporation to increase the number of authorized shares of the Company’s common stock from 400,000,000 shares to 1,600,000,000
shares (the “Authorized Share Increase”).
The
record date established for determining stockholders entitled to provide written consent was September 18, 2026, at 5:00 p.m. As of the
record date, 329,375,544 shares of the Company’s common stock were issued and outstanding and entitled to vote.
The
Company has completed its tabulation of the written consents received with respect to the Authorized Share Increase. Holders of an aggregate
of 166,151,087 shares of common stock provided written consent in favor of the Authorized Share Increase, representing approximately
50.44% of the Company’s issued and outstanding common stock as of the record date. The Company received no votes against the proposal
and no abstentions.
Accordingly,
the Authorized Share Increase was approved by the Company’s stockholders.
The
Company intends to file a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State to increase the
number of authorized shares of common stock from 400,000,000 to 1,600,000,000. The Authorized Share Increase will become effective upon
the effectiveness of the Certificate of Amendment in accordance with Nevada law.
The
Authorized Share Increase does not, by itself, result in the issuance of any additional shares of common stock and does not alter the
number of shares of common stock currently issued and outstanding.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
WASTE
ENERGY CORP.
|
|
| |
|
| Date: |
September 23, 2026 |
|
| |
|
|
| By: |
/s/ Scott Gallagher |
|
| |
Scott Gallagher |
|
| |
Chairman, President, Chief Executive Officer and Interim Chief Financial
Officer |
|
