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Form 8-K Touchpoint Group Holding For: Sep 08

September 14, 2020 4:06 PM EDT

 

 

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 of 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 8, 2020

 

TOUCHPOINT GROUP HOLDINGS INC.

(Exact name of registrant as specified in charter)

 

Delaware   001-36530   46-3561419
(State or other jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification Number)

 

4300 Biscayne Blvd., Suite 203, Miami, FL   33137
(Address of principal executive offices)   (Zip Code)

 

(305) 420-6640

(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 (see General Instruction A.2. below):

 

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
N/A   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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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.

 

On July 13, 2020, the Board of Directors of Touchpoint Group Holdings Inc. (the “Company”) unanimously approved, and proposed for stockholder approval, the amendment of the Company’s certificate of incorporation, as amended (the “Certificate”), to increase the number of authorized shares of common stock from 200,000,000 to 750,000,000 (the “Authorized Share Increase”). On July 14, 2020, the holders of a majority of the voting power of the Company’s issued and outstanding capital stock approved the Authorized Share Increase. On September 8, 2020, the Company filed with the Delaware Secretary of State a certificate of amendment (the “Amendment”) to its Certificate to effect the Authorized Share Increase.

 

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.   Description
3.1   Articles of Amendment to Articles of Incorporation, effective as of September 8, 2020.

 

1

 

 

SIGNATURE

 

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.

 

  TOUCHPOINT GROUP HOLDINGS, INC.
   
Dated: September 14, 2020 By: /s/ Mark White
  Name:  Mark White
  Title: President and Chief Executive Officer

 

 

2

 

 

Exhibit 3.1

 

State of Delaware
Secretary of State
Division of Corporations
Delivered 12:23 PM 09/08/2020
FILED 12:23 PM 09/08/2020
SR 20207151625 - File Number 5372227
 

 

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION,
AS AMENDED,
OF
TOUCHPOINT GROUP HOLDINGS INC.

 

Under Section 242 of the Delaware General Corporation Law

 

Touchpoint Group Holdings Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:

 

FIRST: The name of the Corporation is Touchpoint Group Holdings Inc. The Corporation was originally incorporated under the name “One Horizon Group, Inc.” The Corporation’s original certificate of incorporation was filed with the Secretary of State of the State of Delaware on July 23, 2013 (the “Original Certificate”). An agreement and plan of merger pursuant to which One Horizon Group, Inc., a Pennsylvania corporation, merged with and into the Corporation, with the Corporation surviving the merger, was filed with the Secretary of State of the State of Delaware on August 26, 2013. A certificate of designations was filed with the Secretary of State of the State of Delaware on July 17, 2014. A certificate of designations was filed with the Secretary of State of the State of Delaware on August 26, 2014. A certificate of amendment was filed with the Secretary of State of the State of Delaware on April 19, 2017. A certificate of amendment was filed with the Secretary of State of the State of Delaware on July 12, 2019. A certificate of amendment was filed with the Secretary of State of the State of Delaware on September 16, 2019.

 

SECOND: The Original Certificate, as amended, is hereby amended as follows:

 

Section 4.1 Authorized Capital Stock lasses and Number of Shares. The total number of shares of common stock which the Corporation is authorized to issue is 750,000,000, at a par value of $0.0001 per share, and the total number of shares of preferred stock which the Corporation is authorized to issue is 50,000,000, at a par value of $0.0001 per share. The board of directors is hereby expressly authorized to provide, out of the unissued shares of preferred stock, for one or more series of preferred stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights of each series of preferred stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

 

THIRD: The remaining provisions of the Original Certificate, as amended, not affected by the aforementioned amendment shall remain in full force and not be affected by this Certificate of Amendment.

 

FOURTH: The amendment of the Original Certificate, as amended, effected by this Certificate of Amendment was duly authorized by the stockholders of the Corporation on July 14, 2020, after first having been declared advisable by the Board of Directors of the Corporation on July 13, 2020, all in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed by its duly authorized officer this 8th day of September, 2020.

 

  By: /s/ Mark White
  Name:  Mark White
  Title: President and Chief Executive Officer

 



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