UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): February 28, 2019 (February 27, 2019)

COATES INTERNATIONAL, LTD.

(Exact name of registrant as specified in its charter)

Nevada	000-33155	22-2925432
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Highway 34 & Ridgewood Road, Wall Township, New Jersey 07719

(Address of principal executive offices)

(732) 449-7717

(Registrant's telephone number including area code)

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:

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

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

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

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

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 o

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. o

FORWARD LOOKING STATEMENTS

This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the "Filings") contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant's management as well as estimates and assumptions made by Registrant's management. When used in the filings the words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the negative of these terms and similar expressions as they relate to Registrant or Registrant's management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant's industry, Registrant's operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.

ITEM 5.03 AMENDMENT OF ARTICLES OF INCORPORATION.

On February 27, 2019, the Board of Directors of the Registrant approved and ratified the undertaking of a corporate action to increase the number of the Registrant’s authorized shares of common stock, par value $0.0001 per share, from two billion four hundred million (2,400,000,000) to five billion (5,000,000,000) shares, subject to stockholder approval. Immediately thereafter, the Majority Stockholder, representing 85.7% of the outstanding voting stock of the Registrant, approved and ratified this action by written consent, in lieu of convening a meeting of stockholders, on February 27, 2019.

On February 28, 2019, the Registrant filed a Certificate of Amendment of Certificate of Articles of Incorporation with the State of Nevada, thereby increasing the number of the Registrant’s authorized shares of common stock, par value $0.0001 per share, from two billion four hundred million (2,400,000,000) to five billion (5,000,000,000) shares.

ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.

Exhibit No.		Description
3.1		Certificate of Amendment to the Articles of Incorporation, filed with the State of Nevada on February 27, 2019

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.

	COATES INTERNATIONAL, LTD.

	By:	/s/ Barry C. Kaye
	Barry C. Kaye Chief Financial Officer

Dated: February 28, 2019

COATES INTERNATIONAL LTD 8-K