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) October 4, 2018 (October 4, 2018)

 

PREVENTION INSURANCE.COM

(Exact name of registrant as specified in its charter)

 

Delaware   000-32389   88-0126444
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (IRS Employer
Identification No.)

 

Unit 604, Uptown 1, No.1

Jalan SS21/58, Damansara

Uptown, 47400 Petaling Jaya

Selengor, Malaysia 47400

(Address of Principal Executive Offices) (Zip Code)

 

+60 3 7611 9238

Registrant’s telephone number, including area code

 

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  ☐

 

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.

 

 

 

Item 8.01. Other Events.

 

 

 

Item 9.01. Financial Statements and Exhibits

 

On October 4, 2018, the Company filed a Certificate of Amendment to Articles of Incorporation with the Nevada Secretary of State (the “Amendment”) which effectuated the following corporate actions (“ Corporate Actions ”):

 

● a reverse split of our outstanding common stock, $0.0001 par value, on a one (1) post-split share for ten (10) pre-split shares basis, and

 

● increased our authorized shares of common stock, $0.0001 par value, from 100,000,000 to 200,000,000.

 

The Corporate Actions became effective on October 4, 2018 (the “Effective Date”). As it relates to the reverse stock split, on the Effective Date, every 10 shares of issued and outstanding common stock were converted into one share of common stock. No fractional shares will be issued in connection with the reverse stock split. Instead, a holder of record of common stock on the Effective Date who would otherwise be entitled to a fraction of a share will, in lieu thereof, be entitled to receive a whole share of common stock.

 

The forgoing description is a summary only, does not purport to set forth the complete terms of the Amendment, and is qualified in its entirety by reference to the Amendment filed as Exhibit 3.1(iii) to this Current Report on Form 8-K.

 

On October 9, 2018, FINRA will be announcing on its Daily List that the Company has effected the above described reverse stock split. As a result of the reverse stock split, the number of issued and outstanding shares of the Company’s common stock was reduced from 22,340,081 to 2,234,465 . The Company’s authorized shares will be increased to 200,000,000 shares as a result of the Corporate Action. The new CUSIP number for the Shares will be 741375307.

 

Exhibit No.   Description
3.1(iii)   Certificate of Amendment to Articles of Incorporation filed on October 4, 2018.

 

  1  

 

 

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.

 

  PREVENTION INSURANCE.COM
  (Registrant)
   
  /s/ Chee Chau Ng
  Chee Chau Ng
  Chief Executive Officer

 

Date: October 8, 2018

 

  2  

Exhibit 3.1(iii)

 

  *090204*
  *090204*

 

  BARBARA K. CEGAVSKE      

Secretary of State        
202 North Carson Street        
Carson City, Nevada 89701-4201   Filed in the office of   Document Number

(775) 684-5708

  /s/ Barbara K. Cegavske  

20180434221-57

Website: www.nvsos.gov   Barbara K. Cegavske   Filing Date and Time
      Secretary of State  

10/02/2018 8:10 AM

    State of Nevada   Entity Number

Certificate of Amendment

     

C1356-1975

(PURSUANT TO NRS 78.385 AND 78.390)        
         

  

USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

 

Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

 

1.  Name of corporation:

 

Prevention Insurance.com

 

2. The articles have been amended as follows: (provide article numbers, if available)

 

The Articles of Incorporation of the Corporation are amended as set forth in Attachment A.

 

3. 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:            70%        

  

4. Effective date and time of filing: (optional) Date:   Time:  
  (must not be later than 90 days after the certificate is filed)

  

5. Signature: (required)

 

X  
Signature of Officer  

 

* 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.

 

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

 

This form must be accompanied by appropriate fees.

 

Nevada Secretary of State Amend Profit-After

   

Revised: 1-5-15

   

 

 

  

Attachment A

 

FOURTH:

 

General

This Corporation shall be authorized to issue a total of Two Hundred and Ten Million (210,000,000) shares of all classes of stock. Of such total number of shares of stock, Two Hundred Million (200,000,000) shares are authorized to be Common Stock, each of which shall have a par value of $0.0001 (“Common Stock”), and Ten Million (10,000,000) shares authorized to be Preferred Stock, each of which shares shall have a par value of $0.0001 per share (“Preferred Stock”).

 

Reverse Stock Split

Upon filing this Certificate of Amendment to the Articles of Incorporation of the Corporation (the “Effective Date”), each ten (10) shares of common stock issued and outstanding as of the Effective Date shall be reduced to one (1) share of common stock issued and outstanding; provided that, if as a result of the foregoing reverse stock split, fractional shares of the issued and outstanding common stock result, then in such event, the fractional shares shall be rounded up to the next whole share of common stock, so that no fractional shares of common stock will be outstanding after the Effective Date.