Neuralbase AI Ltd. Files 8-K on Security Holder Rights

TL;DR

Neuralbase AI Ltd. filed an 8-K on Aug 5th, changing security holder rights & bylaws. Check for impacts.

AI Summary

Neuralbase AI Ltd. filed an 8-K on August 16, 2024, reporting events that occurred on August 5, 2024. The filing indicates material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. It also includes financial statements and exhibits.

Why It Matters

This filing signals potential changes in the company's structure or shareholder rights, which could impact investment value and governance.

Risk Assessment

Risk Level: medium — Changes to security holder rights and bylaws can introduce uncertainty and affect the company's operational and financial future.

Key Players & Entities

• NEURALBASE AI LTD. (company) — Registrant
• August 5, 2024 (date) — Earliest event reported
• August 16, 2024 (date) — Date of report
• Nevada (jurisdiction) — State of incorporation
• Viratech Corp. (company) — Former company name
• Imperia Entertainment, Inc. (company) — Former company name
• Soleil Film, Inc. (company) — Former company name

FAQ

Filing Documents

• vira_8k.htm (8-K) — 30KB
• vira_ex31.htm (EX-3.1) — 3KB
• vira_ex32.htm (EX-3.2) — 2KB
• vira_ex31img5.jpg (GRAPHIC) — 171KB
• vira_ex32img2.jpg (GRAPHIC) — 256KB
• vira_ex32img1.jpg (GRAPHIC) — 128KB
• vira_ex31img1.jpg (GRAPHIC) — 129KB
• vira_ex31img2.jpg (GRAPHIC) — 252KB
• vira_ex31img3.jpg (GRAPHIC) — 186KB
• vira_ex31img4.jpg (GRAPHIC) — 37KB
• 0001477932-24-004981.txt ( ) — 1750KB
• vira-20240805.xsd (EX-101.SCH) — 6KB
• vira-20240805_lab.xml (EX-101.LAB) — 13KB
• vira-20240805_cal.xml (EX-101.CAL) — 1KB
• vira-20240805_pre.xml (EX-101.PRE) — 8KB
• vira-20240805_def.xml (EX-101.DEF) — 2KB
• vira_8k_htm.xml (XML) — 4KB

03 - Material Modification to Rights of Security Holders

Item 3.03 - Material Modification to Rights of Security Holders To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.

03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Name Change On August 5, 2024, our Board of Directors approved changing our corporate name from Viratech Corp. to Neuralbase AI Ltd. Thereafter, on August 12, 2024, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State to effect the aforementioned name change of the Company ("Name Change"). A copy of the Certificate of Amendment is attached hereto as Exhibit 3.01 and is incorporated herein by reference. Reverse Stock Split On August 5, 2024, our Board of Directors also approved a reverse stock split of our issued and authorized shares of common stock on the basis of Seven Thousand Five Hundred for 1 (7,500-for-1) ("Reverse Split") whereby every 7,500 shares of the Company's common stock issued and outstanding shall automatically convert into 1 new share of common stock. Thereafter on August 12, 2024, the Company filed a Certificate of Change (the "Certificate") with the Secretary of State of the State of Nevada, in accordance with Nevada Revised Statutes ("NRS") Section 78.209 to effectuate the Reverse Split. Under Nevada law, no amendment to the Company's Articles of Incorporation is required in connection with the Reverse Stock Split. Once the Reverse Stock Split is declared effective by FINRA (the "Payment Date"), the current 1,499,338,547 issued and outstanding shares of Common Stock shall represent 199,911 post-Reverse Split shares, any and all fractional shares resulting from the Reverse Split shall be rounded up to the next whole share. A copy of the Certificate is attached hereto as Exhibit 3.02 and is incorporated herein by reference. Effective Date of Name Change and Reverse Split The actions taken by our Board of Directors, approving the above described name change and reverse stock split are subject to the prior approval by the Financial Industry Regulatory Authority (FINRA). Accordingly, on August 12,

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K. Exhibit Number Description of Exhibit Filing 3.01 Certificate of Amendment filed with the Nevada Secretary of State Filed herewith. 3.02 Certificate of Change Pursuant to NRS 78.209 Filed herewith. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2

SIGNATURES

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 thereunto duly authorized. NEURALBASE AI LTD. Dated: August 15, 2024 /s/ Frank Gomez By: Frank Gomez Its: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR