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
September 13, 2019
Date of Report (Date of earliest event reported)
DESTINY MEDIA TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
|
NEVADA |
000-28259 |
84-1516745 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
1110 - 885 West Georgia Vancouver, British Columbia, Canada |
V6C 3E8 |
|
(Address of principal executive offices) |
(Zip Code) |
(604) 609-7736
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 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: None
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 3.03 Material Modification to Rights of Security Holders.
As previously announced, the Board of Directors (the "Board") of Destiny Media Technologies Inc. (the "Company") approved a reverse stock split of the Company's common stock, par value $0.001 (the "Common Stock") at a ratio of 1 for 5 (the "Consolidation"). The Consolidation is effective at 12:01 a.m. Pacific Time on September 13, 2019 (the "Effective Date"), and will begin trading on a split-adjusted basis at the open of business on the Effective Date. There will be no change to the Company's stock symbol.
On the Effective Date, every five shares of the Company's pre-consolidation common shares will be automatically converted into one post-consolidation common share. Any fractional shares resulting from the Consolidation will be rounded up to the nearest whole share. There will be no change in the par value per share. The Consolidation will also proportionately reduce the number of authorized shares of common stock from 100,000,000 common shares to 20,000,000 common shares.
Immediately after the Consolidation, each stockholder's percentage ownership interest in the Company and proportional voting power will remain unchanged except for minor adjustments resulting from the rounding up of fractional shares into whole shares. The rights and privileges of the holders of Common Stock will be unaffected by the Consolidation. All options, warrants, or other convertible securities of the Company outstanding immediately prior to the Consolidation will be proportionately adjusted.
On September 12, 2019, the Company filed Articles of Amendment (the "Amendment") with the Secretary of State of the State of Nevada to effect the Consolidation. The Amendment will become effective at the Effective Date as provided in the Amendment. The Consolidation was approved by the Board of Directors of the Company and given effect pursuant to and in accordance with NRS 78.207 and, as such, no stockholder approval of the Consolidation is required. A copy of the Amendment is attached as Exhibit 3.1 and is incorporated herein by reference.
In connection with the Consolidation, the Company's CUSIP number for its Common Stock will also change to 25063G 303.
Stockholders holding their shares in electronic form at a brokerage firm do not need to take any action in connection with the Consolidation. The effect of the Consolidation will automatically be reflected in their brokerage account. Stockholders holding paper certificates may, but are not required, to send the certificates to the Company's transfer agent, Transfer Online, Inc. at 512 SE Salmon St., Portland, OR 97214. The transfer agent will issue a new share certificate reflecting the Consolidation upon such request of the stockholder.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The information set forth in Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03. A copy of the Certificate is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosures.
The Company issued a press release announcing the Consolidation and a Normal Course Issuer Bid on September 12, 2019, a copy of which is furnished herewith as Exhibit 99.1. Exhibit 99.1 is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
Item 8.01 Other Events.
2
The Normal Course Issuer Bid will commence effective September 16, 2019 and terminate on or about September 15, 2020. Pursuant to the Normal Course Issuer Bid, the Company may purchase up to a maximum of 550,140 post-Consolidation Shares, representing approximately 5% of the then-outstanding common shares. No more than 2% of the outstanding common shares will be purchased in any 30-day period. Purchases pursuant to the Normal Course Issuer Bid will be made from time to time by RBC Dominion Securities Inc. on behalf of the Company through the facilities of the TSX Venture Exchange at the market price at the time of purchase, subject to daily limits and compliance with the applicable rules of the TSX Venture Exchange and Canadian securities laws. Shares purchased will be paid for with cash available from the Company's working capital. No insiders of the Company intend to participate in the Normal Course Issuer Bid.
Item 9.01. Financial Statements and Exhibits.
|
EXHIBIT NO. |
DESCRIPTION |
|
|
|
|
|
|
Articles of Amendment dated September 12, 2019 and effective September 13, 2019 |
||
3
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.
| DESTINY MEDIA TECHNOLOGIES INC. | ||
| Date: September 13, 2019 | ||
| By: | /s/ FRED VANDENBERG | |
| FRED VANDENBERG | ||
| Chief Executive Officer, President and Secretary | ||
4
Destiny Media Technologies Inc. Provides Update on Share Consolidation and Normal Course Issuer Bid
VANCOUVER, Sept. 12, 2019 /CNW/ - Destiny Media Technologies Inc. (TSXV:DSY)(OTCQB:DSNY) ("Destiny" or the "Company") is pleased to provide an update further to its news release dated August 21, 2019, regarding the proposed consolidation of its outstanding shares of common stock ("Shares") on the basis of five (5) pre-consolidation Shares for one (1) post-consolidation Share (the "Consolidation") and proposed normal course issuer bid (the "Bid").
The Consolidation received regulatory approval today and will be effective as of market open on September 13, 2019, and the Bid will commence effective September 16, 2019 and terminate on or about September 15, 2020.
Fractional shares issuable in connection with the Consolidation will be rounded as appropriate, and accordingly no fractional Shares will be issued upon the Consolidation. Shareholders holding Shares through brokers, banks or other intermediaries should consult with their broker, bank or other intermediary with respect to their post-Consolidation shareholdings. There will be no change to the Company's stock symbol. Upon completion of the Consolidation, it is expected that there will be a total of approximately 11,002,774 Shares issued and outstanding.
Pursuant to the Bid, the Company may purchase up to a maximum of 550,140 post-Consolidation Shares, representing approximately 5% of the then-outstanding Shares. No more than 2% of the outstanding Shares will be purchased in any 30-day period.
Purchases pursuant to the Bid will be made from time to time by RBC Dominion Securities Inc. on behalf of the Company through the facilities of the TSX Venture Exchange. Shares purchased will be paid for with cash available from the Company's working capital. No insiders of the Company intend to participate in the Bid.
About Destiny Media Technologies, Inc.
Destiny provides software as service (SaaS) solutions to businesses in the music industry solving critical problems in distribution and promotion. The core service, Play MPE® (www.plaympe.com), provides promotional music marketing to engaged networks of decision makers in radio, film, TV, and beyond. More information can be found at www.dsny.com.
Forward Looking Information
Certain statements contained in this press release may constitute forward-looking information under applicable securities laws, including statements related to the anticipated outstanding share capital following completion of the Consolidation and the proposed Bid and the number of Shares to be acquired thereunder. This information is based on management's reasonable assumptions and beliefs in light of the information currently available to us and are made as of the date of this news release.
In making the forward‐looking statements included in this news release, the Company has applied several material assumptions, including, but not limited to, the completion of the Consolidation and Bid and that general economic and business conditions will not change in a materially adverse manner. Although the forward-looking information contained in this news release is based upon assumptions that management of the Company believes are reasonable based on currently available information, there can be no assurance that actual results will be consistent with the forward-looking information. Actual results may differ materially from the forward looking information due to known and unknown risks and uncertainties, many of which are beyond the Company's control, including, among other things, general economic conditions; availability of equity and debt financing; the performance of the Shares or the stock exchanges generally; and other risks and factors described from time to time in the documents filed under the Company's profile at www.sedar.com. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such information. Except as required by applicable securities laws, the Company does not undertake to update or revise publicly any forward-looking information, whether as a result of new information, future events or otherwise, after the date on which the statements are made.
2
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
FOR FURTHER INFORMATION PLEASE CONTACT:
DESTINY MEDIA TECHNOLOGIES INC.
Fred Vandenberg, CEO
Tel: (604) 609 7736 x236