UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

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~~October 43, 2024

Hempacco Co., Inc.

(Exact name of registrant as specified in its charter)

001-41487		83-4231457
(Commission File Number)		(IRS Employer Identification Number)

9925 Airway Road, San Diego, CA		92154
(Address of Principal Executive Offices)		(Zip Code)

(619) 779-0715

(Registrant’s telephone number, including area code)

N/A

(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 CFR240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-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

Common Stock, par value $0.001

HPCO

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 35.0102. ~~Notice~~Departure of ~~Delisting~~Directors or ~~Failure~~Certain toOfficers; ~~Satisfy~~Election aof ~~Continued~~Directors; ~~Listing~~Appointment ~~Rule~~of orCertain ~~Standard~~Officers; ~~Transfer~~Compensatory Arrangements of ~~Listing~~Certain Officers.

OnThe ~~September~~disclosure 4,in ~~2024,~~Item ~~Hempacco Co~~5.,07 ~~Inc.~~below ~~(the~~is ~~“Company”)~~incorporated ~~received~~by ~~notice~~reference ~~from~~into ~~the~~this ~~Nasdaq~~Item ~~Stock~~5.02. ~~Market~~On ~~LLC~~October ~~(“Nasdaq”)~~4, ~~Office of the General Counsel~~2024, ~~that~~Paul itGlavine ~~had~~and ~~determined~~Harrison toNewlands ~~deny~~resigned ~~the~~as ~~request~~members of the ~~Company~~Board ~~to continue listing its securities on Nasdaq. The Company is in violation~~ of ~~the~~Directors ~~annual meeting~~ of ~~shareholders requirement in Nasdaq Listing Rule 5620(a), as well as~~ the ~~obligation to file periodic financial reports with the U~~Company.~~S. Securities and Exchange Commission as required under Nasdaq Listing Rule 5250(c)(1).~~

~~The~~Item Company may request that Nasdaq’s Listing and Hearing Review Council review Nasdaq’s decision (the “Nasdaq Listing and Hearing Council Review”), and a written request for review must be received within 15 days of the date of Nasdaq’s notice, along with payment of Nasdaq’s fee for such review5.07. ~~The~~Submission ~~Company has scheduled an annual meeting~~ of ~~the~~Matters ~~shareholders and is focused on filing its delinquent periodic reports as soon as possible, and the Company therefore intends~~ to ~~request~~a ~~the~~Vote ~~Nasdaq~~of ~~Listing~~Security ~~and Hearing Council Review~~Holders. However, there can be no assurance that the Company will be able file its delinquent reports and request the Nasdaq Listing and Hearing Council Review within the 15 days to make that review request, or that any such review would result in Nasdaq reversing its delisting decision.

~~The~~On ~~Company’s~~October ~~common~~3, ~~stock~~2024, ~~began~~Hempacco ~~trading~~Co., ~~under~~Inc. ~~the~~(“Hempacco” ~~trading~~or ~~symbol~~the “~~HPCO~~Company”) onheld ~~the~~its ~~Expert~~annual ~~Market~~meeting of stockholders (the ~~OTC~~“Annual ~~Link~~Meeting”). ~~alternative~~At ~~trading~~the ~~system~~Annual ~~operated~~Meeting, byan ~~OTC~~aggregate ~~Markets~~of ~~Group~~2,793,705 ~~Inc.~~shares onof voting stock, or ~~about~~approximately ~~September~~64.49% 6of our 4,332,006 ~~2024.~~total Ifoutstanding ~~the~~voting ~~Company~~shares ~~does~~as ~~not~~of ~~request~~August a9, ~~Nasdaq~~2024, ~~Listing~~the ~~and~~record ~~Hearing~~date ~~Council~~for ~~Review,~~the orAnnual ifMeeting ~~such~~(the ~~review~~“Record ~~does~~Date”), ~~not~~were ~~result~~present invirtually ~~Nasdaq~~at ~~reversing~~or ~~its~~were ~~delisting~~voted ~~decision,~~at the ~~Company~~Annual ~~intends~~Meeting, toconstituting ~~apply~~a toquorum. ~~have~~The ~~its~~following ~~common~~proposals ~~stock~~were ~~quoted~~voted on at the ~~OTCQB~~Annual ~~Venture~~Meeting ~~Market~~(as ofdescribed in greater detail in the ~~OTC~~Proxy ~~Link;~~Statement ~~however~~on Schedule 14A, ~~there~~filed ~~can~~with bethe noSecurities ~~assurances~~and ~~that~~Exchange ~~its~~Commission ~~common~~on ~~stock~~August ~~will~~12, be2024 ~~approved~~(the ~~for~~“Proxy ~~quotation~~Statement”), orwith ~~will~~the ~~continue,~~results of such voting as set forth below. Capitalized terms have the meanings given to such terms in the Proxy Statement and this Form 8-K should be ~~quoted~~read onin ~~such~~connection ~~market~~with the Proxy Statement.

Proposal 1	For		Withheld		Abstain
Election of Directors
Sandro Piancone		2,095,942		79,851		617,912
Jorge Olson		2,100,319		75,474		617,912
Jerry Halamuda		2,152,910		22,883		617,912
Paul Glavine		2,115,578		60,215		617,912
Harrison Newlands		2,115,560		60,233		617,912

Proposal 2	For		Against		Abstain
Ratification of the appointment of dbbmckennon as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.		2,637,160		151,203		5,342

Proposal 3	For		Against		Abstain
To approve, by non-binding vote, the compensation of the Company's named executives.		1,937,759		224,117		13,917

~~SIGNATURES~~As a result of the above voting, each of the proposals was approved by the requisite vote of the Company’s stockholders, and the five directors set forth above were elected to the Company’s Board of Directors.

~~Pursuant~~Item to9.01. ~~the~~Financial ~~requirements~~Statements ofand ~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunder duly authorized~~Exhibits.

	HEMPACCO CO., INC.
Dated: September 9, 2024	By:	/s/ Sandro Piancone
		Sandro Piancone
		Chief Executive Officer

(d) Exhibits

Exhibit No.		Description

104		Cover Page Interactive Data File (embedded within 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, hereunder duly authorized.

	HEMPACCO CO., INC.

Dated: October 10, 2024	By:	/s/ Sandro Piancone
		Sandro Piancone
		Chief Executive Officer

Filing Compare · Hempacco Co., Inc.