Exhibit 3.1
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): September 14, 2020
HOME BISTRO, INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 333-170715 | 27-1517938 | ||
|
(State
or Other Jurisdiction
|
(Commission File Number) |
(IRS
Employer
|
4014 Chase Avenue, #212
Miami Beach, FL 33140
(Address of Principal Executive Offices, Zip Code)
(631) 964-1111
(Registrant’s telephone number, including area code)
Gratitude Health, Inc.
(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 communication 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: None
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 14, 2020, Gratitude Health, Inc., a Nevada corporation (the “Company”), filed with the Secretary of State of the State of Nevada a Certificate of Amendment to its Articles of Incorporation (the “Certificate of Amendment”) to effect (i) a 31.993-for-1 reverse stock split of its common stock, par value $0.001 per share (“Common Stock”), with fractional shares rounding up to the nearest whole share (the “Reverse Stock Split”), and (ii) the change of the Company’s name from “Gratitude Health, Inc.” to “Home Bistro, Inc.” (the “Name Change”).
The Common Stock (i) began trading on a split-adjusted basis when the market opened on September 14, 2020 under the new symbol “GRTDD” and is expected continue to do so until October 9, 2020, and (ii) thereafter, is expected to begin trading under the new symbol “HBIS” (together, the “Symbol Changes”).
The Company’s transfer agent, West Coast Stock Transfer, Inc., is acting as exchange agent for the Reverse Stock Split. The new CUSIP number for the Common Stock following the Reverse Stock Split is 43706U100.
The foregoing descriptions of the Certificate of Amendment, the Reverse Stock Split and the Name Change are qualified in their entirety by the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 8.01 Other Events.
On September 14, 2020 and September 15, 2020, the Company issued press releases announcing the Name Change, Reverse Stock Split and Symbol Changes.
A copy of the press releases are filed herewith as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HOME BISTRO, INC. (F/K/A GRATITUDE HEALTH, INC.) | ||
| By: | /s/ Zalmi Duchman | |
| Date: September 16, 2020 |
Name: Zalmi Duchman Title: Chief Executive Officer |
|
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Exhibit 3.1
Exhibit 99.1
Gratitude Health, Inc. Changes Name to “Home Bistro, Inc.”
and Announces Effectiveness of Reverse Stock Split
MIAMI BEACH, Fla., Sept. 14, 2020 (GLOBE NEWSWIRE) -- Gratitude Health, Inc. (OTCQB: GRTD) (the “Company”) today announced that it received the necessary regulatory approvals to change its name to “Home Bistro, Inc.” and to effectuate its previously announced reverse-stock split of 1 for 31.993. Shares of the Company’s common stock will trade under the ticker symbol “GRTDD”, effective September 14, 2020 for a period of twenty days from the date thereof (October 5, 2020), after which its shares will trade under the new ticker symbol “HBIS”.
“The name change and soon to be effective stock symbol change more accurately reflect the identity and ethos of Home Bistro and its strategic direction in an industry that has undergone significant growth and transformation,” stated Home Bistro CEO, Zalmi Duchman. “Simultaneous to scaling up business and growing market share, our management team is also focused on building shareholder value. The reverse split of our common stock is a key component to our strategy in achieving this goal.”
About Home Bistro, Inc.
Home Bistro provides high quality, direct-to-consumer, ready-made gourmet meals at www.homebistro.com and restaurant quality meats and seafood through its Prime Chop www.primechop.com and Colorado Prime brands.
Forward-Looking Information
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as “plans”, ” expects” or “does not expect”, “proposed”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the Company’s growth objectives and industry outlook (as described herein). Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. These forward-looking statements include, among others, statements about Gratitude’s future financial performance, the impact of management changes, any organizational restructuring and the sufficiency of capital resources to fund its ongoing operating requirements; statements about Gratitude’s expectations regarding the capitalization, resources and ownership structure of the combined company; statements about the potential benefits of the transaction; and any other statements other than statements of historical fact. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that Gratitude makes due to a number of important factors, including (i) risks related to the ability to realize the anticipated benefits of the transaction, (ii) risks related to the combined entity’s access to existing capital and fundraising prospects to fund its ongoing operations, and (iii) other business effects, including the effects of industry, market, economic, political or regulatory conditions, future exchange and interest rates, and changes in tax and other laws, regulations, rates and policies, including the impact of COVID-19 on the broader market. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur.
The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Detailed information regarding factors that may cause actual results to differ materially from the results expressed or implied by statements in this press release relating to the Company may be found in the Company’s periodic filings with the Securities and Exchange Commission, including the factors described in the sections entitled “Risk Factors”, copies of which may be obtained from the SEC’s website at www.sec.gov. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.
Contact:
Zalmi
Duchman, CEO
zalmi@homebistro.com
Ph: 631.694.1111
Exhibit 99.2
Correction to Press Release Announcing Gratitude Health, Inc. Name Change to “Home Bistro, Inc.”
and Effectiveness of Reverse Stock Split
MIAMI BEACH, Fla., September 15, 2020 – Gratitude Health, Inc. (OTCQB: GRTD) (the “Company”) today announced that there was an inadvertent error in the Company’s press release issued yesterday, September 14, 2020, announcing its name change and reverse split. That release incorrectly stated that the Company’s shares of common stock will trade under the ticker symbol “GRTDD” until October 5, 2020. However, the correct date is October 9, 2020, which is twenty (20) business days from September 14, 2020. After this date, the Company’s shares will trade under the new ticker symbol “HBIS”.
About Home Bistro, Inc.
Home Bistro provides high quality, direct-to-consumer, ready-made gourmet meals at www.homebistro.com and restaurant quality meats and seafood through its Prime Chop www.primechop.com and Colorado Prime brands.
Forward-Looking Information
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as “plans”, ” expects” or “does not expect”, “proposed”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the Company’s growth objectives and industry outlook (as described herein). Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. These forward-looking statements include, among others, statements about Gratitude’s future financial performance, the impact of management changes, any organizational restructuring and the sufficiency of capital resources to fund its ongoing operating requirements; statements about Gratitude’s expectations regarding the capitalization, resources and ownership structure of the combined company; statements about the potential benefits of the transaction; and any other statements other than statements of historical fact. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that Gratitude makes due to a number of important factors, including (i) risks related to the ability to realize the anticipated benefits of the transaction, (ii) risks related to the combined entity’s access to existing capital and fundraising prospects to fund its ongoing operations, and (iii) other business effects, including the effects of industry, market, economic, political or regulatory conditions, future exchange and interest rates, and changes in tax and other laws, regulations, rates and policies, including the impact of COVID-19 on the broader market. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur.
The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Detailed information regarding factors that may cause actual results to differ materially from the results expressed or implied by statements in this press release relating to the Company may be found in the Company’s periodic filings with the Securities and Exchange Commission, including the factors described in the sections entitled “Risk Factors”, copies of which may be obtained from the SEC’s website at www.sec.gov. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.
Contact:
Zalmi
Duchman, CEO
zalmi@homebistro.com
Ph: 631.694.1111