Washington, D.C. 20549










Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): August 10, 2015



(Exact name of registrant as specified in its charter)


Delaware   333-176329   26-4731758

(State or other jurisdiction

of incorporation)



File Number)  


(IRS Employer

Identification No.)



Flat/RM 03-04 20/F Hutchison House

10 Harcourt Road, Central Hong Kong

(Address of Principal Executive Offices)


Registrant’s telephone number: +852 66142555




(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On August 10, 2015 (the “Effective Time”), Takung Art Co., Ltd (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of its issued and outstanding shares of common stock at a ratio of 1-for-25 (the “Reverse Stock Split”). The Reverse Stock Split was approved by the Company’s board of directors and by written consent of the holders of a majority of the Company’s issued and outstanding common stock.


Upon filing of the Certificate of Amendment, every twenty-five shares of the Company’s issued and outstanding common stock were automatically converted into one issued and outstanding share of common stock, without any change in par value per share. The Reverse Stock Split will be applied to all shares of the Company’s common stock outstanding immediately prior to the Effective Time. In addition, the Reverse Stock Split will effect a reduction in the number of shares of common stock issuable upon the conversion of shares of preferred stock or upon the exercise of stock options or warrants outstanding immediately prior to the effectiveness of the Reverse Stock Split. No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share will be entitled to rounding up their fractional shares to the nearest whole number.


The Company’s common stock will begin trading on the OTCQB on a split-adjusted basis upon FINRA approval. The trading symbol for the common stock will remain “TKAT” except that a “D” may be appended to the ticker symbol for approximately 20 trading days following the effectiveness of the Reverse Stock Split on the market.


The foregoing description is qualified in its entirety by the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01.Financial Statements and Exhibits.


(d) Exhibits

Exhibit No.   Description
3.1   Certificate of Amendment of the Certificate of Incorporation of Takung Art Co., Ltd  







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.


    Takung Art Co., Ltd
Date: August 11, 2015    

/s/ Di Xiao

    Name: Di Xiao
    Title: Chief Executive Officer, Chief Financial Officer and Director



Exhibit 3.1