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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): March 7, 2022
CONCIERGE
TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
| 000-29913 |
|
90-1133909 |
| (Commission
File Number) |
|
(IRS
Employer Identification No.) |
| |
|
|
120
Calle Iglesia, Unit B
San Clemente, CA, 92672
(Address of Principal Executive Offices)
(866)-800-2978
(Registrant’s Telephone Number, Including Area Code)
(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):
| o | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 |
| NA |
|
NA |
|
NA |
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
Cautionary Note Regarding
Forward-Looking Statements
This
Current Report on Form 8-K includes information that may constitute forward-looking statements. These forward-looking statements
are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based
on information currently available to the Company. Such forward-looking statements include, but are not limited to, statements
regarding consummation of the acquisition and funding initiatives. By their nature, forward-looking statements address matters
that are subject to risks and uncertainties. A variety of factors could cause actual events and results, as well as the Company’s
expectations, to differ materially from those expressed in or contemplated by the forward-looking statements. These factors include,
without limitation, the risk that additional information may become known prior to the expected closing of the acquisition. Other
risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities and Exchange Commission.
The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information,
future events or otherwise, except to the extent required by applicable securities laws.
Item 5.03. Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March
7, 2022, Concierge Technologies, Inc. (the “Company”) filed a certificate of amendment to its articles of incorporation
(the “Amended Articles of Incorporation”) with the Secretary of State of Nevada changing the name of the Company from
“Concierge Technologies, Inc.” to “The Marygold Companies, Inc.” (the “Name Change”), effective
as of March 10, 2022.
The descriptions
of the Amended Articles of Incorporation contained in this Current Report on Form 8-K is qualified in its entirety by reference
to the complete texts of the Amended Articles of Incorporation, a copy of which is filed as Exhibits 3.1, hereto and are incorporated
herein by reference.
Item
7.01 Regulation FD Disclosure
On March
7, 2022, the Company issued a press release titled, “Concierge Technologies, Inc. Announces Uplist to NYSE American Exchange
and Corporate Name Change to “The Marygold Companies, Inc.” announcing, subject to meeting all initial listing requirements
(including the pricing requirement), the Company’s uplist to NYSE American, LLC and its name change. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information
in this Item 7.01, including the press release, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, except as shall be expressly set forth by reference to such filing.
Item 9.01 Financial Statements
and Exhibits (d) Exhibits.
(d) Exhibit
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.
Date: March 7, 2022
| |
CONCIERGE
TECHNOLOGIES, INC. |
| |
|
| |
/s/ Nicholas
Gerber |
| |
Nicholas Gerber |
| |
Chief Executive Officer |
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201 (775) 684-5708
Website: www.nvsos.gov
Profit Corporation:
Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390)
Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78.403)
Officer's Statement (PURSUANT TO NRS 80.030)
TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT
1. Entity information: Name of entity as on file with the Nevada Secretary of State:
Concierge Technologies, Inc.
Entity or Nevada Business Identification Number (NVID): E0227302005-8
2. Restated or Amended and Restated Articles: (Select one)
(If amending and restating only, complete section 1,2 3, 5 and 6) Certificate to Accompany Restated Articles or Amended and Restated Articles
Restated Articles - No amendments; articles are restated only and are signed by an officer of the corporation who has been authorized to execute the certificate by resolution of the board of directors adopted on:
The certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate.
Amended and Restated Articles
* Restated or Amended and Restated Articles must be included with this filing type.
3. Type of Amendment Filing Being Completed: (Select only one box)
(If amending, complete section 1, 3, 5 and 6.) Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.380 - Before Issuance of Stock)
The undersigned declare that they constitute at least two-thirds of the following:
(Check only one box) incorporators board of directors
The undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued
Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and
78.390 - After Issuance of Stock)
The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 59.33%
Officer's Statement (foreign qualified entities only) -
Name in home state, if using a modified name in Nevada:
Jurisdiction of formation:
Changes to takes the following effect:
The entity name has been amended. Dissolution The purpose of the entity has been amended. Merger The authorized shares have been amended. Conversion Other: (specify changes)
* Officer's Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory or otherwise, relating to the original articles in the place of the corporations creation.
This form must be accompanied by appropriate fees.
Revised: 1/1/2019
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201 (775) 684-5708
Website: www.nvsos.gov
Profit Corporation:
Certificate of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390)
Certificate to Accompany Restated Articles or Amended and Restated Articles (PURSUANT TO NRS 78.403)
Officer's Statement (PURSUANT TO NRS 80.030)
4. Effective Date and
Time: (Optional) Date: March 10, 2022 Time: 9:00 AM ET
(must not be later than 90 days after the certificate is filed)
5. Information Being Changed: (Domestic corporations only) Changes to takes the following effect:
The entity name has been amended.
The registered agent has been changed. (attach Certificate of Acceptance from new registered agent)
The purpose of the entity has been amended. The authorized shares have been amended.
The directors, managers or general partners have been amended. IRS tax language has been added.
Articles have been added.
Articles have been deleted. Other.
The articles have been amended as follows: (provide article numbers, if available)
Article 1. Name. The name of the corporation is: The Marygold Companies, Inc.
(attach additional page(s) if necessary)
6. Signature:
(Required)
X
Signature of Officer or Authorized Signer Title
X
Signature of Officer or Authorized Signer Title
*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
Please include any required or optional information in space below:
(attach additional page(s) if necessary)
Concierge
Technologies, Inc. Announces Uplist to NYSE American Exchange
and
Corporate Name Change to “The Marygold Companies, Inc.”
Trading
on NYSE American Expected to be Effective on or about March 10, 2022,
Under symbol
“MGLD”
San Clemente,
CA --(March 7, 2022) – Concierge Technologies, Inc. (OTC Pink: CNCG) (the “Company”), a diversified global
holding firm, announced today that, subject to meeting all requirements at the time of listing, the Company has been approved
to uplist to the NYSE American, LLC (“NYSE American”) in conjunction with an underwritten public offering of the Company’s
common stock effective, March 10, 2022.
Simultaneous
with the uplist, the Company is also changing its corporate name to “The Marygold Companies, Inc.” The ticker for
the Company’s common stock will change from “CNCG” to “MGLD,” and the common stock is expected to
commence trading on a post name change basis under CUSIP 57403M 104 at the opening of trading on March 10, 2022. Trading on the
OTC Pink will cease concurrent with the NYSE American listing.
“Our
new corporate name reflects the Company’s growth and evolution since its formation as a global holding firm in 2015, along
with its current strategic direction and vision,” said Nicholas Gerber, Chief Executive Officer. “Our
long-term objective for Marygold remains the same, namely, continuing on our successful path to build a diverse, profitable and
stable business that provides value for our shareholders.”
“Financial
services represent the Company’s largest sector today,” said Gerber. “Our new corporate name depicts our newest
fintech subsidiary, formed in 2019, Marygold & Co., that is completing the development of a proprietary fintech mobile banking
app for sending, receiving, spending and saving securely through mobile devices. The app
is in its final testing phase prior to launch and wide-scale marketing.”
On
the effective date of the uplist, the Company’s website URL will change to www.themarygoldcompanies.com. The new
website will contain required regulatory disclosures as well as market-related updates reflecting the Company’s subsidiary
operations.
This press
release does not constitute an offer to sell or a solicitation of an offer to buy any securities of any entity.
About
Concierge Technologies, Inc.
Concierge Technologies,
Inc., originally founded in 1996, was repositioned as a global holding firm in 2015, and currently has operating subsidiaries
in financial services, food manufacturing, printing, security systems and beauty products. Offices and manufacturing operations
are in the U.S., New Zealand, U.K., and Canada. For more information, visit www.conciergetechnologies.net and www.themarygoldcompanies.com.
Forward-Looking
Statement
This
press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. Words such
as “expect,” “estimate,” “project,” “budget,” `forecast,” “anticipate,”
“intend,” “plan,” “may” “will,” “could,” “should” “believes,”
“predicts,” “potential,” “continue” and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the
actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking
statements as predictions of future events. These forward-looking statements and factors that may cause such differences include,
without limitation inability to close an underwritten public offering in a timely manner and the risks disclosed in the Company’s
Annual Report on Form 10-K filed with the Securities and Exchange Commission on September 22, 2021 and in the Company’s
other filings with the Securities and Exchange Commission. The foregoing list of factors is not exclusive. Readers are cautioned
not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law,
the Company disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained
in this press release.
Contact Information:
Media and Investors:
Roger S. Pondel
PondelWilkinson Inc.
310-279-5980
rpondel@pondel.com
Contact the Company:
Nicholas Gerber, CEO
949-429-5370
ngerber@themarygoldcompanies.com