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): April 17, 2019
TRULI TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-53641 | 26-3090646 | ||
|
(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
100 Waugh Dr. Suite 300, Houston, Texas |
77007 |
|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (866) 862-2979
(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 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 checkmark 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 17, 2019, the Board of Directors (the “Board”) of Truli Technologies, Inc. (“Truli”) appointed Robert Scherne as Interim Chief Financial Officer and Controller of Truli, effective immediately.
Robert Scherne, 62, has been the Principal of Robert C. Scherne, CPA, PC, since March 2003, providing consulting services to private and public companies related to preparation of financial statements and financial disclosures. Mr. Scherne has provided accounting consulting services to Truli since February 2014. He is a Certified Public Accountant in New York.
As compensation for his services, Mr. Scherne will receive $7,500 per month and will be eligible to receive a year-end bonus in the total amount of up to $25,000, comprised of the following amounts, subject to achievement of the specified milestones: (i) $5,000 upon completion of two audits; (ii) $5,000 upon receipt of gross proceeds of at least $5 million in a financing transaction; (iii) $5,000 upon listing of Truli’s common stock on a national securities exchange; (iv) $5,000 upon filing with the Securities and Exchange Commission of a registration statement on Form S-1 to register an offering of Truli’s common stock; and (v) $5,000 upon the filing of certain tax returns.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Elimination of Series A, Series A-1, Series C and Series C-1 Preferred Stock
On April 22, 2019, Truli filed with the Secretary of State of the State of Delaware a certificate (the “Certificate of Elimination”) effecting the elimination from the Amended and Restated Certificate of Incorporation of Truli, as amended, all matters set forth in the Certificate of Designation of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), as amended, Certificate of Designation of Series A-1 Convertible Preferred Stock, par value $0.0001 per share (the “Series A-1 Preferred Stock”), as amended, Certificate of Designation of Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), as amended, and Certificate of Designation of Series C-1 Convertible Preferred Stock, par value $0.0001 per share (the “Series C-1 Preferred Stock”), as amended. No shares of the Series A, Series A-1, Series C and Series C-1 Preferred Stock remained outstanding following the securities exchange pursuant to the Exchange Agreement, dated March 31, 2019 (the “Exchange Agreement”) by and among Truli and the investors named therein previously disclosed in the Current Report on Form 8-K filed on April 4, 2019. Effective upon the filing of the Certificate of Elimination, all previously-authorized shares of the Series A, Series A-1, Series C and Series C-1 Preferred Stock resumed the status of undesignated shares of Truli’s preferred stock, par value $0.0001per share.
The foregoing description of the elimination of Series A, Series A-1, Series C and Series C-1 Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Elimination, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Amendment of Amended and Restated Series D Certificate of Designation
On April 22, 2019, Truli filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Amendment”) of the Amended and Restated Certificate of Designation (the “Certificate of Designation”) of Series D Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”) which was effective upon filing. The Amendment added to the Certificate of Designation a provision pursuant to which if a registered broker-dealer conducts a financing on behalf of Truli, each share of Series D Preferred Stock shall convert into the securities offered in such financing at a 20% discount to the offering price of such securities in the financing.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
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Change in Fiscal Year
On April 17, 2019, the Board approved a resolution adopting December 31 as the fiscal year end of Truli. The fiscal year end was changed effective March 31, 2019, to adopt the fiscal year end of the accounting acquirer in the recently closed merger with Recruiter.com, Inc., previously disclosed in the Current Report on Form 8-K filed on April 4, 2019.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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 thereunto duly authorized.
| Dated: April 23, 2019 | TRULI TECHNOLOGIES, INC. | |
| By: | /s/ Miles Jennings | |
| Miles Jennings | ||
|
Chief Executive Officer
(Principal Executive Officer) |
||
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Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF
SERIES A CONVERTIBLE PREFERRED STOCK,
SERIES A-1 CONVERTIBLE PREFERRED STOCK,
SERIES C CONVERTIBLE PREFERRED STOCK,
AND
SERIES C-1 CONVERTIBLE PREFERRED STOCK,
OF
TRULI TECHNOLOGIES, INC.
(Pursuant to Section 151(g) of the Delaware General Corporation Law)
TRULI TECHNOLOGIES, INC. (the “Company”), a corporation organized and existing under the laws of the State of Delaware, certifies as follows:
FIRST: By a Certificate of Designation filed with the Secretary of State of the State of Delaware on October 24, 2017 and amended on June 5, 2018 (the “Series A Certificate of Designation”), the Company authorized the issuance of a series of preferred stock consisting of 700,000 shares, par value $0.0001 per share, designated as the Series A Convertible Preferred Stock (the “Series A Preferred Stock”), and established the designations and the voting and other powers, preferences and the relative participating, optional or other rights and the qualifications, limitations and restrictions thereof.
SECOND: By a Certificate of Designation filed with the Secretary of State of the State of Delaware on May 24, 2018 (the “Series A-1 Certificate of Designation”), the Company authorized the issuance of a series of preferred stock consisting of 600,000 shares, par value $0.0001 per share, designated as the Series A-1 Convertible Preferred Stock (the “Series A-1 Preferred Stock”), and established the designations and the voting and other powers, preferences and the relative participating, optional or other rights and the qualifications, limitations and restrictions thereof.
THIRD: By a Certificate of Designation filed with the Secretary of State of the State of Delaware on October 24, 2017, corrected on October 26, 2017, and as amended on February 13, 2018 and June 5, 2018 (the “Series C Certificate of Designation”), the Company authorized the issuance of a series of preferred stock consisting of 90,100 shares, par value $0.0001 per share, designated as the Series C Convertible Preferred Stock (the “Series C Preferred Stock”), and established the designations and the voting and other powers, preferences and the relative participating, optional or other rights and the qualifications, limitations and restrictions thereof.
FOURTH: By a Certificate of Designation filed with the Secretary of State of the State of Delaware on October 24, 2017 and as amended on February 13, 2018 and June 5, 2018 (the “Series C-1 Certificate of Designation”), the Company authorized the issuance of a series of preferred stock consisting of 90,100 shares, par value $0.0001 per share, designated as the Series C-1 Convertible Preferred Stock (the “Series C-1 Preferred Stock”), and established the designations and the voting and other powers, preferences and the relative participating, optional or other rights and the qualifications, limitations and restrictions thereof.
FIFTH: None of the authorized shares of Series A Preferred Stock, Series A-1 Preferred Stock, Series C Preferred Stock and Series C-1 Preferred Stock are outstanding and none will be issued pursuant to the Series A Certificate of Designation, Series A-1 Certificate of Designation, Series C Certificate of Designation and Series C- Certificate of Designation.
SIXTH: Pursuant to Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”) and the authority vested in the Board of Directors by the Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), the Board of Directors adopted the following resolutions approving the elimination of the Series A Preferred Stock, Series A-1 Preferred Stock, Series C Preferred Stock and Series C-1 Preferred Stock, as set forth herein:
RESOLVED, that the Board has determined that as of the date hereof no shares of Series A Preferred Stock, Series A-1 Preferred Stock, Series C Preferred Stock, and Series C-1 Preferred Stock remain outstanding and none will be issued pursuant to the respective certificates of designations previously filed with the Secretary of State of the State of Delaware (the “Secretary of State”); it is further
RESOLVED, that the Chief Executive Officer of the Company is authorized, empowered and directed in accordance with Section 103 and Section 151(g) of DGCL, to file with the Secretary of State a certificate or certificates, eliminating from the Amended and Restated Certificate of Incorporation, as amended, of the Company all matters set forth in the Series A Certificate of Designation, Series A-1 Certificate of Designation, Series C Certificate of Designation and Series C-1 Certificate of Designation with respect to the Series A Preferred Stock, Series A-1 Preferred Stock, Series C Preferred Stock and Series C-1 Preferred Stock;
SEVENTH: Pursuant to the provisions of Section 151(g) of the DGCL, all references to Series A Preferred Stock in the Certificate of Incorporation, are hereby eliminated, and the authorized shares of Series A Preferred Stock, Series A-1 Preferred Stock, Series C Preferred Stock, and Series C-1 Preferred Stock are hereby returned to the status of authorized but unissued shares of preferred stock of the Company, without designation as to series.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Company has caused this Certificate of Elimination to be executed by its duly authorized officer as of this 18th day of April, 2019.
| By: | /s/ Miles Jennings | |
| Miles Jennings, Chief Executive Officer |
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Exhibit 3.2
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF DESIGNATION
OF
PREFERENCES, RIGHTS AND LIMITATIONS
OF
SERIES D CONVERTIBLE PREFERRED STOCK
Truli Technologies, Inc. (the “Corporation”), a corporation organized and existing under the Delaware General Corporation Law (“DGCL”), in accordance with the provisions of Section 151 of the DGCL, does hereby certify as follows:
1. That pursuant to the authority expressly conferred upon the Board of Directors of the Corporation (the “Board of Directors”) by the Corporation’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), the Board of Directors at a meeting on December 19, 2018, adopted resolutions authorizing the creation and issuance of a series of preferred stock designated as the “Series D Convertible Preferred Stock”.
2. That the Certificate of Designation for the Series D Convertible Preferred Stock (the “Certificate of Designation”) was filed with the Secretary of State for the State of Delaware on March 25, 2019.
3. That the Board of Directors by unanimous written consent on March 29, 2019 approved an Amended and Restated Series D Certificate of Designation (the “Amended and Restated Certificate of Designation”) and the Amended and Restated Certificate of Designation was filed with the Secretary of State for the State of Delaware on March 29, 2019.
4. That pursuant to the authority expressly conferred upon the Board of Directors by the Certificate of Incorporation, the Board of Directors by unanimous written consent on March 31, 2019 adopted the following resolutions amending the Amended and Restated Certificate of Designation:
RESOLVED, that pursuant to the authority expressly vested in the Board of Directors and in accordance with the provisions of the Certificate of Incorporation and the DGCL, Section 6(c) of the Amended and Restated Certificate of Designation shall be amended to read in its entirety as follows:
(c) Adjustment of Conversion Price upon Exchange Listing or Mandatory Conversion . Each Holder shall be entitled to, in its sole discretion, convert each Preferred Share in accordance with any one of the following adjustments, as applicable:
(i) if the Common Stock becomes listed on any of the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, or any successor of the foregoing, and the closing bid price quoted on the Principal Market on the Trading Day prior to such listing is less than the Conversion Price (accounting for any stock split or prior adjustment to the Conversion Price), then the Conversion Price shall be reduced by 20%;
(ii) if a registered broker-dealer conducts a financing on behalf of the Corporation (regardless of the type or amount of such financing) (a “Broker-Dealer Financing”), then the Conversion Price in place at the time of such Broker-Dealer Financing shall be reduced by 20% of bid price at the time of such financing; or
(iii) if a registered broker-dealer conducts a Broker-Dealer Financing, then each Preferred Share shall convert into the securities offered in such Broker-Dealer Financing (including units, warrants or any other convertible security offered in connection such Broker-Dealer Financing) at a Conversion Price equal to a 20% discount to the offering price of such securities.
5. That this amendment was duly adopted in accordance with the applicable provisions of Section 151(g) and Section 242(b) of the DGCL.
6. Other than the foregoing, no other provisions of the Amended and Restated Certificate of Designation or the Certificate of Incorporation of the Corporation are amended or changed by this amendment.
[Signature page follows]
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IN WITNESS WHEREOF, the Company has caused this Certificate of Elimination to be executed by its duly authorized officer as of this 18th day of April, 2019.
| By: | /s/ Miles Jennings | |
| Miles Jennings, Chief Executive Officer |
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