UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 26, 2019
TOUCHPOINT GROUP HOLDINGS INC.
(Exact name of registrant as specified in charter)
| Delaware | 001-36530 | 46-3561419 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification Number) |
|
4300 Biscayne Blvd., Suite 203, Miami, FL |
33137 | |
| (Address of principal executive offices) | (Zip Code) |
(305) 420-6640
(Registrant’s telephone number, including Area Code)
ONE HORIZON GROUP, INC.
649 NE 81st Street, Miami FL 33137
(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):
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective September 26, 2019, the registrant changed its corporate name from One Horizon Group, Inc. to Touchpoint Group Holdings Inc. In addition, the registrant’s stock symbol will change to “TGHI.” In accordance with requirements of the Financial Industry Regulatory Authority (“FINRA”), the registrant’s current stock symbol (OHGI) will carry an additional letter “D” as “OHGID,” denoting a reverse stock split, for a period of 20 business days, before changing permanently to “TGHI.” In order to effect the corporate name change, the Company filed a certificate of amendment to the Company’s certificate of incorporation (the “September 2019 Amendment”) on September 16, 2019, with an effective date of September 20, 2019. However, the corporate name change and stock symbol change were not effective until such actions were cleared by FINRA.
Also on September 26, 2019, a 1-for-25 reverse stock split of the registrant’s common stock (the “Reverse Split”) became effective. No fractional shares were issued in connection with the Reverse Split. Rather, in lieu of any fractional shares that would be issued, such fractional shares were rounded up to the next higher whole share. In order to effect the Reverse Split, the Company filed a certificate of amendment to the Company’s certificate of incorporation (the “July 2019 Amendment”) on July 12, 2019, with an effective date of July 29, 2019. However, the Reverse Split was not effective until the Reverse Split was cleared by FINRA. Following effectiveness of the Reverse Split, the Company had 3,930,779 shares of common stock issued and outstanding.
The foregoing description of the September 2019 Amendment and the July 2019 Amendment are qualified in their entireties by reference to the September 2019 Amendment and the July 2019 Amendment, copies of which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On September 26, 2019, the registrant issued a press release announcing (i) entry into an agreement to acquire Midnight Gaming, subject to certain closing conditions, (ii) its corporate name change to Touchpoint Group Holdings Inc., and (iii) the change of the registrant’s stock symbol. A copy of this press release is attached hereto as Exhibit 99.1.
The press release indicated that the registrant’s stock symbol would change to TGHID effective immediately and would subsequently change to TGHI. For the sake of clarification, effective September 26, 2019 and for a period of 20 business days, the registrant’s stock symbol will be OHGID, denoting a reverse stock split. After 20 business days, the registrant’s stock symbol will change to TGHI.
The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
| ONE HORIZON GROUP, INC. | ||
| Dated: September 26, 2019 | By: | /s/ Mark White |
| Name: | Mark White | |
| Title: | President and Chief Executive Officer | |
2
Exhibit 3.1
| State of Delaware | |
| Secretary of State | |
| Division of Corporations | |
| Delivered 10:34 AM 09/16/2019 | |
| FILED 10:34 AM 09/16/2019 | |
| SR 20197044438 – File Number 5372227 |
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
OF
One Horizon Group, Inc.
One Horizon Group, Inc. (the “Corporation”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), hereby certifies as follows:
| 1. | Section 1 of the Certificate of Incorporation of the Corporation is amended and restated in its entirety to read as follows: |
1. The name of the corporation is Touchpoint Group Holdings Inc. (the “Corporation”).
| 2. | This Certificate of Amendment to the Certificate of Incorporation was duly adopted and approved by the Board of Directors of the Company in accordance with Section 242 of the DGCL. Pursuant to Section 242 of the DGCL, the approval of the stockholders of the Company is not required. |
| 3. | The effective date of this Certificate of Amendment to the Certificate of Incorporation shall be September 20, 2019. |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of this 10th day of September, 2019.
| One Horizon Group, Inc. | ||
| By: | /s/ Mark White | |
| Mark White | ||
| President and Chief Executive Officer | ||
Exhibit 3.2
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
ONE HORIZON GROUP, INC.
Under Section 242 of the Delaware General Corporation Law
One Horizon Group, Inc., a corporation organized and existing under the laws of the state of Delaware (the “Corporation”), hereby certifies as follows:
The Certificate of Incorporation of the Corporation is hereby amended as follows:
Paragraph one (1) of Article Fourth is hereby amended to add the following paragraph thereto:
Reverse Split. Upon this Certificate of Amendment becoming effective pursuant to the General Corporation Law of the State of Delaware (the “Second Effective Time”), each share of Common Stock issued and outstanding immediately prior to the Second Effective Time (the “Second Old Common Stock”) shall be automatically reclassified as and converted into 1/25 of a fully paid and non-assessable share of Common Stock (the “Second New Common Stock”). No fractional shares of the Second New Common Stock shall be issued in connection with the Second Reverse Stock Split. In lieu of any fractional shares of the Second New Common Stock that would be issued in connection with the Second Reverse Stock Split, the Board may elect to pay cash in lieu of any fractional shares. Any stock certificate that, immediately prior to the Second Effective Time, represented shares of the Second Old Common Stock, shall from and after the Second Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Second New Common Stock into which such shares of Second Old Common Stock shall have been reclassified pursuant to this Certificate of Amendment.
The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware by the vote of a majority of each class of outstanding stock of the corporation entitled to vote thereon.
The effective date of this amendment is July 8, 2019.
IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed by its duly authorized officer this 14th day of June, 2019.
| /s/ Martin Ward | |
| Martin Ward | |
| Chief Financial Officer |
| State of Delaware | |
| Secretary of State | |
| Division of Corporations | |
| Delivered 01:50 PM 07/12/2019 | |
| FILED 01:50 PM 07/12/2019 | |
| SR 20195945356 – File Number 5372227 |
Exhibit 99.1
One Horizon Group Announces Expansion into Billion Dollar Esports Market with Planned Acquisition of Midnight Gaming; Announces Name Change to Touchpoint Group Reflecting Expanded Focus on Digital Marketing
MIAMI, Sept. 26, 2019 (GLOBE NEWSWIRE) -- One Horizon Group, Inc. (OTCQB: OHGI;TGHID) (Company or One Horizon) announced today that it has signed a binding agreement to acquire Midnight Gaming, a premier brand in the Esports entertainment space, subject to closing conditions. The Company also announced a name change to Touchpoint Group Holdings, Inc., effective immediately, which reflects the Company’s expanded focus within digital marketing and entertainment.
Effective immediately, the Company also executed a 1-for-25 reverse stock split of its common stock, as previously approved by shareholders. Any fractional shares of common stock were rounded up to the next full share. As a result of the reverse stock split, the Company will trade under the new symbol TGHID for the next 20 days. The "D" will be removed in 20 business days, and the symbol will then revert to TGHI.
As a leader in the Esports market, Midnight Gaming hosts local Esports tournaments across the US, and is constructing a state-of-the-art Esports venue. The Company has also developed a proprietary mobile application for use by Pro Gamers, streamers, content creators, and social media professionals.
Mark White, Chief Executive Officer of Touchpoint, stated, “We believe that the Company’s name change more closely aligns with our strategic plan of becoming a leading media and digital technology holding company. Over the past 12 months we have expanded our business operations by acquiring digital media assets, which were synergistic and accretive additions. We are pleased to follow these transactions with the acquisition of Midnight Gaming, a premier Esports brand, which further enhances our offering.”
“This acquisition represents our first foray into the Esports market, which aligns perfectly with our overall strategy. According to the Newzoo 2019 Global Esports Market Report, the Esports market is projected to reach $1.1 billion in 2019 and $1.8 billion by 2022. Overall, we see this rapidly emerging market as a massive growth opportunity.”
“Besides having a very strong social media footprint, Midnight Gaming is constructing a state-of-the-art Esports venue in Chicago. This multi-purpose events space will be used for hosting Esports tournaments, production studios, live stream facilities, team training facilities, a merchandise store, and will have gaming centers that will be open to the public.”
“We will be leveraging our Touchpoint platform, a next generation fan engagement platform designed to bring fans closer to celebrities, by providing access to proprietary content, by live streaming team events, as well as tapping into Midnight Gaming’s valuable social media base,content creators, endemic and non-endemic social media stars that reach millions of subscribers and followers worldwide cross sell our product offerings, all of which should provide new revenue opportunities.”
“We also continue to make steady progress towards acquiring a majority interest in Redspots Creative Hong Kong. Redspots’ virtual idol platform has been adopted by leading global companies and featured on television networks as well as at major international conferences. Once closed, we believe this transaction will be transformational to our Company since we will be able to leverage their virtual technology across all of our media platforms. Our business model is to create a one-stop-shop digital media platform that enhances the user experience while contributing to the bottom and top line.”
About Touchpoint Group Holdings.
Touchpoint Group Holdings Inc. is a media and digital technology acquisition and software company, which owns Love Media House, a full-service music production, artist representation and digital media business. The Company also holds a majority interest in 123Wish, a subscription-based, experience marketplace, as well as majority interest in Browning Productions & Entertainment, Inc., a full-service digital media and television production company. For more information, see http://touchpointgh.com/.
Safe Harbor Statement
This news release may contain “forward-looking” statements. These forward-looking statements are only predictions and are subject to certain risks, uncertainties and assumptions that could cause actual results to differ from those in the forward looking-statements. Potential risks include such factors as the inability to enter into agreements with parties with whom we are in discussions, the uncertainty of consumer demand for the Company’s products, as well as additional risks and uncertainties that are identified and described in the Company’s SEC reports. Actual results may differ materially from the forward-looking statements in this press release. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. The Company does not undertake, and it specifically disclaims, any obligation to update any forward-looking statements to reflect occurrences, developments, events or circumstances after the date of such statement.
Contact
Crescendo Communications, LLC
212-671-1021
tghi@crescendo-ir.com