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): February 27, 2017
| REGIONAL BRANDS INC. | ||
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 33-131110-NY | 22-1895668 |
|
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
|
6060 Parkland Boulevard Cleveland, Ohio |
44124 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s Telephone Number, Including Area Code: (216) 825-4000
| (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))
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information set forth in Item 5.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03.
| Item 5.03. | Amendments to Articles of Incorporation; Change in Fiscal Year. |
On March 2, 2017, Regional Brands Inc. (the “Company”) filed a certificate of amendment (the “Amendment”) to the Company’s Certificate of Incorporation with the Delaware Secretary of State to reduce the number of shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), the Company is authorized to issue from 50,000,000 to 3,000,000 shares and to reduce the number of shares of Preferred Stock the Company is authorized to issue from 5,000,000 to 50,000 shares. The Amendment was approved by the Board of Directors of the Company and the holders of a majority of the issued and outstanding shares of Common Stock by written consent in lieu of a meeting.
A copy of the Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On February 27, 2017, stockholders of the Company holding a majority of the issued and outstanding shares of the Common Stock, by written consent in lieu of a meeting, approved the Amendment. The Amendment was approved by holders who collectively own approximately 51.1% of the issued and outstanding shares of Common Stock.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit No. |
Description |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation of the Company. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| March 3, 2017 | REGIONAL BRANDS INC. | ||
| By: |
/s/ Fred DiSanto |
||
| Name: | Fred DiSanto | ||
| Title: | Chief Executive Officer | ||
Exhibit Index
|
Exhibit No. |
Description |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation of the Company. |
Exhibit 3.1
CERTIFICATE
OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
REGIONAL BRANDS INC.
_______________________________________________
Pursuant to Section 242 of the General Corporation Law of the State of Delaware
It is hereby certified that:
1. The name of the corporation is: Regional Brands Inc. (the “ Corporation ”). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on October 27, 1986.
2. The amendment to the Certificate of Incorporation of the Corporation (the “ Certificate of Incorporation ”) effected by this Certificate of Amendment is to reduce the number of shares of Common Stock the Corporation is authorized to issue.
3. To accomplish the foregoing amendments, the Corporation’s Certificate of Incorporation is hereby amended by striking the article “FOURTH” thereof, so that, as amended, said article “FOURTH” shall read in its entirety, as follows:
“ FOURTH: The Corporation shall be authorized to issue the following shares:
| Class | Number of Shares | Par Value |
| Common Stock | 3,000,000 | $.00001 |
| Preferred Stock | 50,000 | $.01 |
4. The amendment of the Certificate of Incorporation of the Corporation effected by this Certificate of Amendment was duly authorized by the Board of Directors of the Corporation and the stockholders holding a majority of the outstanding shares of Common Stock of the Corporation entitled to vote thereon by written consent in accordance with the provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.
5. The foregoing amendment shall be effective as of the time this Certificate of Amendment is filed with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, Regional Brands Inc. has caused this Certificate of Amendment to be signed by Fred DiSanto, its Chief Executive Officer, this 27 th day of February 2017.
| REGIONAL BRANDS INC. | |||
| By: | /s/ Fred DiSanto | ||
| Name: | Fred DiSanto | ||
| Title: | Chief Executive Officer | ||