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): March 12, 2018

 

PEERSTREAM, INC.
(Exact name of registrant as specified in its charter)

 

Delaware 000-52176 20-3191847
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation)   Identification No.)
     

 

122 East 42nd Street,

New York, NY

  10168
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (212) 594-5050

 

(Former name or former address, if changed since last report)

 

SNAP INTERACTIVE, INC.

 

 

 

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))

 

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

 

 

 

 

Section 5 — Corporate Governance and Management

 

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

 

On March 12, 2018, an amendment to the Certificate of Incorporation (the “ Charter Amendment ”) of PeerStream, Inc. (f/k/a Snap Interactive, Inc.) (the “ Company ”) became effective that changed the name of the Company from “Snap Interactive, Inc.” to “PeerStream, Inc.” (the “ Name Change ”). In connection with the Name Change, the Company’s common stock began trading under the new ticker symbol “PEER,” effective as of the opening of trading hours on March 12, 2018 (the “ Symbol Change ”). The new CUSIP number of the Company’s common stock is 70555R 102.

 

The Name Change and Symbol Change do not affect the rights of the Company’s security holders. The Company’s securities will continue to be quoted on the OTC Markets. Following the Name Change, the stock certificates, which reflect the former name of the Company, will continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are tendered for exchange or transfer to the Company’s transfer agent.

 

Pursuant to Section 242 of the Delaware General Corporation Law, stockholder approval was not required to complete the Name Change or to approve or effect the Charter Amendment. The Charter Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

 

In connection with the Charter Amendment, the Board of Directors of the Company authorized and approved Amendment No. 2 to the Amended and Restated By-Laws of the Company to conform to the Company’s new name (the “ By-Laws Amendment ”). The By-Laws Amendment is attached hereto as Exhibit 3.2 and is incorporated by reference herein.

 

Section 7 — Regulation FD

 

Item 7.01 Regulation FD Disclosure.

 

On March 12, 2018, the Company issued a press release announcing the effectiveness of the Name Change and Symbol Change. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

The information in Item 7.01 of this report (including Exhibit 99.1 attached hereto) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

 

Section 9 — Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No. Description
3.1 Certificate of Amendment to the Certificate of Incorporation, effective March 12, 2018.
3.2 Amendment No. 2 to the Amended and Restated By-Laws of PeerStream, Inc.
99.1 Press Release of PeerStream, Inc. dated March 12, 2018 (furnished pursuant to Item 7.01).

 

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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 13, 2018    
       
    PEERSTREAM, INC .
       
    By: /s/ Alexander Harrington
      Alexander Harrington
      Chief Executive Officer

 

 

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Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

SNAP INTERACTIVE, INC.

 

 

Snap Interactive, Inc. (the “ Corporation ”), a corporation duly organized and existing under the laws of the State of Delaware, by its duly authorized officer, does hereby certify that:

 

1.       The Board of Directors of the Corporation has duly adopted resolutions (i) authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware an amendment of the Corporation’s Certificate of Incorporation, as amended, to change the name of the Corporation to “PeerStream, Inc.” and (ii) declaring such amendment to be advisable and in the best interest of the Corporation.

 

2.       Upon this Certificate of Amendment becoming effective, Article First of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety as follows:

 

“FIRST: The name of the corporation shall be: PeerStream, Inc.”

 

3.        Upon this Certificate of Amendment becoming effective, the Certificate of Incorporation of the Corporation is hereby amended by replacing all headings containing the words “SNAP INTERACTIVE, INC.” with “PEERSTREAM, INC.”

 

4.        This Certificate of Amendment has been duly approved by the Board of Directors of the Corporation in accordance with Sections 141(f) and 242 of the General Corporation Law of the State of Delaware.

 

5.       This Certificate of Amendment shall become effective at 9:00 a.m., Eastern Time, on March 12, 2018.

 

[ Remainder of Page Intentionally Left Blank ]

 

1
 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 27th day of February, 2018.

    SNAP INTERACTIVE, INC.,
    a Delaware corporation
       
    By: /s/ Alexander Harrington
      Alexander Harrington
      Chief Executive Officer

 

 

 

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Exhibit 3.2

 

AMENDMENT TO

AMENDED AND RESTATED

BY-LAWS

OF Snap Interactive , INC.

 

 

Pursuant to Article NINTH of the Certificate of Incorporation, as amended, of Snap Interactive, Inc., a Delaware corporation (the “ Corporation ”), Article IX, Section 4 of the Amended and Restated By-Laws (the “ By-Laws ”) of the Corporation, and Section 109 of the General Corporation Law of the State of Delaware, on the date hereof, the By-Laws of the Corporation are hereby amended as follows:

 

Article I, Section 1 of the By-Laws is hereby deleted in its entirety and replaced with the following:

 

Section 1 . Name . The legal name of this corporation (hereinafter called the “Corporation”) is PeerStream, Inc.”

 

Additionally, all headings contained in the By-Laws are hereby amended to replace the words “SNAP INTERACTIVE, INC.” with “ PeerStream, Inc .” Except as modified and amended hereby, the By-Laws of the Corporation remain in full force and effect with no further amendment or modification.

 

Adopted and effective as of March 12, 2018.

Exhibit 99.1

 

PeerStream, Inc., Formerly Snap Interactive, Now Trading under New Ticker “PEER”

March 12, 2018

Corporate Name and Ticker Symbol Change Effective Today

 

NEW YORK, March 12, 2018 (GLOBE NEWSWIRE) — PeerStream, Inc. (“PeerStream,” the “Company,” “we,” “our” or “us”) (OTCQB:PEER), a leading developer of innovative decentralized technologies that power multimedia social apps and business communication solutions worldwide, today announced that its corporate name change and new ticker symbol are effective as of the open of trading today, March 12, 2018. PeerStream’s common stock will now trade under the ticker symbol “PEER,” and the new CUSIP is 70555R102. PeerStream was formerly Snap Interactive, Inc. The Company has also launched a new corporate website: https://peerstream.com.

Alex Harrington, CEO of PeerStream, commented, “With the completion of the name and ticker change and refreshed website, our rebranding to PeerStream is now complete.  We are moving forward with PeerStream Protocol (“PSP”), our initiative to incorporate decentralization technologies into the Company’s platform for live multimedia streaming and communications, and our new initiative to launch business solutions offerings. More information on PSP can be found at https://peerstreamprotocol.io/. With our focus on developing innovative technologies, backed by our 75 person development team, and supported by a solid balance sheet, we believe that we are in a good position to execute on our strategic plans for growth.”

About PeerStream, Inc.  (OTCQB:PEER)

PeerStream, Inc., formerly Snap Interactive, Inc., builds innovative decentralized technologies that power multimedia social apps and business communication solutions worldwide.  The Company is currently developing PeerStream Protocol (“PSP”), a decentralized multimedia content delivery solution building on blockchain technology. PSP will form the core of a technology platform that supports the Company’s portfolio of social video applications and newly formed business solutions group created to serve the blockchain adoption needs of corporate clients.  The Company’s app portfolio features Paltalk, which hosts one of the world’s largest collections of video-based social communities, and Backchannel, a blockchain-based secure video messaging app expected to launch in 2018. The Company has a long history of technology innovation and holds 26 patents.

For more information, please visit: http://www.peerstream.com

To be added to our news distribution list, please visit: http://www.peerstream.com/investor-alerts/

Forward-Looking Statements

This press release contains “forward-looking statements.” Such statements may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential,” or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with general economic, industry and market sector conditions; the ability to effectively develop and incorporate blockchain technology into the Company’s applications; the ability to effectively market and generate revenue from our new business solutions unit; our ability to effectively develop and launch the PSP and our ability to generate user and developer support for the PSP; user acceptance of our updated applications; the Company’s ability to institute corporate governance standards or achieve compliance with national securities exchange listing requirements; the Company’s future growth and the ability to obtain additional financing to implement the Company’s growth strategy; the ability to increase or recognize revenue, decrease expenses and increase the number of active subscribers, new subscription transactions or monthly active users; the ability to enter into new advertising agreements; the Company’s ability to generate positive cash flow from operations; the ability to diversify new user acquisition channels or improve the conversion of users to paid subscribers; the ability to anticipate and respond to changing user and industry trends and preferences; the intense competition in our industry; the ability to release new applications or derive revenue from new applications; and circumstances that could disrupt the functioning of the Company’s applications. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the Company’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at http://www.sec.gov.

All forward-looking statements speak only as of the date on which they are made. The Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement was made, except to the extent required by applicable securities laws.

Investor Relations Contact:
ir@peerstream.com