UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 7, 2019

 

PUNTO GROUP, CORP.

 (Exact name of registrant as specified in its charter)

 

Nevada   333-200529   61-1744826
(State or other jurisdiction of
incorporation or organization) 		  (Commission File Number)  

(I.R.S. Employer

Identification Number)

 

3471 West Oquendo Road, Suite 301

Las Vegas, NV

  89118
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (800) 605-3210

 

 

(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))

 

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.

 

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

 

The Board of Directors and stockholders of Punto Group, Corp., a Nevada corporation (the “Company”), have approved (i) a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio of one-for-four (the “Reverse Stock Split”), and (ii) the change of the Company’s name to One World Pharma, Inc. (the “Name Change”).

 

The Reverse Stock Split and Name Change will become effective at 1:00 a.m. on January 10, 2019 (the “Effective Date”) pursuant a Certificate of Amendment (the “Certificate”) filed by the Company with the Secretary of State of the State of Nevada on January 7, 2019 pursuant to Nevada Revised Statutes (“NRS”) Sections 78.385 and 78.390. A copy of the Certificate has been filed as Exhibit 3.1 hereto and is incorporated herein by reference.

 

Effects of the Reverse Stock Split and Name Change

 

Effective Date; Symbol; CUSIP Number . The Reverse Stock Split and Name Change will become effective with FINRA (the Financial Industry Regulatory Authority) and in the marketplace at the open of business on the Effective Date, whereupon the shares of Common Stock will begin trading on a split-adjusted basis. On the Effective Date, the Company’s trading symbol will change to “PNTTD” for a period of 20 business days, after which the “D” will be removed from the trading symbol, which will revert to the original symbol of “PNTT”. In connection with the Reverse Stock Split and Name Change, the CUSIP number for the Company’s Common Stock will change to 68248W 108.

 

Split Adjustment; No Fractional Shares . On the Effective Date, the total number of shares of the Company’s Common Stock held by each stockholder will be converted automatically into the number of whole shares of Common Stock equal to (i) the number of shares of Common Stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) four (4), rounded up (if applicable) to the next whole number. No fractional shares will be issued, and no cash or other consideration will be paid in connection with the Reverse Stock Split. Instead, the Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.

 

Certificates . Stockholders who hold their shares in electronic form do not have to take any action as the effect of the Reverse Stock Split will automatically be reflected in their accounts. Stockholders holding paper certificates may (but are not required to) send their certificates to the Company’s transfer agent at the address given below. The transfer agent will issue a new share certificate reflecting the terms of the Reverse Stock Split to each requesting stockholder.

 

vStock Transfer, LLC
18 Lafayette Place
Woodmere, NY 11598
Phone: (212) 828-8436
Facsimile: (646) 536-3179

 

Immediately after the Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain unchanged except for minor adjustments that may result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of Common Stock will be unaffected by the Reverse Stock Split.

 

1

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit 3.1 Certificate of Amendment Pursuant to NRS 78.385 and 78.390, as filed with the Secretary of State of the State of Nevada on January 7, 2019

 

2

 

 

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.

 

Dated: January 8, 2019

 

  PUNTO GROUP, CORP.
     
  By: /s/ Craig Ellins
    Name: Craig Ellins
    Title:   Chief Executive Officer and
Chief Financial Officer

 

3

 

Exhibit 3.1

 

 

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website: www.nvsos.gov

  

 

Certificate of Amendment

(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:

 

Punto Group, Corp.

 

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

 

I. Article 1 is amended to change the name of the corporation to One World Pharma, Inc.

 

II. Upon the filing of this Certificate of Amendment with the Secretary of State of the State of Nevada, the outstanding shares of common stock of the corporation shall automatically be reverse split (the “Reverse Split”) on a one-for-four basis, such that one share of common stock shall be issued for each four shares of common stock outstanding immediately prior to the effectiveness of the Reverse Split. No fractional shares shall be issued in connection with the Reverse Split; instead, any stockholder who would otherwise be entitled to receive a fractional share of common stock as a result of the Reverse Split shall receive a whole share of common stock in lieu of such fractional share, and such share shall be deemed for all purposes to be a validly issued, fully paid and non-assessable share of common stock of the corporation.

 

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:

  66%

   

4. Effective date and time of filing: (optional) Date: 01/10/2019   Time:   1:00 am
  (must not be later than 90 days after the certificate is filed)

  

5. Signature: (required)

 

X /s/ Craig Ellins  
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