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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 18th, 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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
previously disclosed, on September 18, 2026, the Board of Directors of Waste Energy Corp. (the “Company”) approved, and commenced
a solicitation of written consents from stockholders to approve, an amendment to the Company’s Articles of Incorporation to increase
the number of authorized shares of common stock from 400,000,000 shares to 1,600,000,000 shares, with the par value of the Company’s
common stock remaining $0.001 per share (the “Authorized Share Amendment”). The solicitation was conducted by written consent
in lieu of a special meeting of stockholders, as permitted under Section 78.320(2) of the Nevada Revised Statutes (“NRS”)
and Section 2.11 of the Company’s Bylaws.
As
of the record date of 5:00 p.m. Eastern Time on September 18, 2026, 329,375,544 shares of the Company’s common stock were issued
and outstanding and entitled to act by written consent, with each share entitled to one vote. The Company received valid written consents
in favor of the Authorized Share Amendment from holders of record representing 165,950,837 or 50.38% shares of common stock, with no
shares voted against the Authorized Share Amendment and no shares abstaining, exceeding the 164,687,673 shares required to approve the
Authorized Share Amendment. Accordingly, the Authorized Share Amendment was approved by written consent of the Company’s stockholders
in lieu of a meeting.
On
September 26, 2026, the Company filed a Certificate of Amendment to its Articles of Incorporation (the “Certificate of Amendment”)
with the Secretary of State of the State of Nevada to effect the Authorized Share Amendment. The Certificate of Amendment will become
effective on September 29th, 2026 at 9:00 am Eastern Time . As a result, the Company is now authorized to issue up to 1,600,000,000
shares of common stock, par value $0.001 per share.
The
foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to
the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| 3.1 |
|
Certificate of Amendment to Articles of Incorporation, as filed with the Secretary of State of the State of Nevada |
| 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.
| /s/
Scott Gallagher |
|
| Scott
Gallagher |
|
| Chairman,
President and Chief Executive Officer |
|
| |
|
| October
5, 2026 |
|
