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): March 17, 2021
Samsara Luggage, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada | 000-54649 | 26-0299456 | ||
| (State of incorporation) | (Commission File Number) | (IRS Employer No.) |
One University Plaza
Suite 505
Hackensack, NJ 07601
(Address of principal executive offices and Zip Code)
(877) 421-1574
(Registrant’s telephone number, including area code)
(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© 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 | ||
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On March 17, 2021, the Registrant filed a Certificate of Change with the Secretary of State of the State of Nevada (the “Certificate of Change”) to effect a reverse split of Company’s common stock at a ratio of 1-for-7,000 (the “Reverse Stock Split”). The Reverse Stock Split will take effect at the open of business on Tuesday, March 23, 2021. As a result of the Reverse Stock Split, each seven thousand (7,000) pre-split shares of common stock outstanding will automatically combine into one (1) new share of common stock without any action on the part of the holders, and the number of outstanding shares common stock will be reduced from 5,995,825,131 shares to 8,565,465 shares (subject to rounding of fractional shares).
No fractional shares will be issued in connection with the Reverse Stock Split. The Registrant 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.
The Registrant’s stock symbol will be changed to SAMLD, and after 20 business days, the symbol will change back to SAML
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following Exhibits are filed as part of this Report.
|
Exhibit Number |
Description | |
| 3.1 |
Certificate of Change to the Articles of Incorporation of the Registrant |
|
| 99.1 | Press Release, dated March 22, 2021 |
1
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 hereunto duly authorized.
| SAMSARA LUGGAGE, iNC. | |||
| By | /s/ Atara Dzikowski | ||
| Name: | Atara Dzikowski | ||
| Title: | Chief Executive Officer | ||
Date: March 22, 2021
2
Exhibit 3.1
Exhibit 99.1
Samsara Luggage Announces Reverse Stock Split
The company implemented a reverse split of the Company’s common stock at a ratio of 7,000-to-1.
NEW YORK, NY, March 22, 2021 – (BUSINESS NEWSWIRE) – Samsara Luggage (OTC: SAML) announced today that it will effect a reverse stock split of its issued and outstanding shares of common stock. The Reverse Stock Split will take effect at the open of business on Tuesday, March 23, 2021.
As a result of the Reverse Stock Split, seven-thousand pre-split shares of common stock outstanding will automatically combine into one new share of common stock without any action on the part of the holders, and the number of outstanding shares common stock will be reduced from 5,995,825,131 shares to 8,565,465 shares (subject to rounding of fractional shares).
“I am pleased to announce this action,” said Atara Dzikowski, Co-founder & CEO, Samsara Luggage. “The company has demonstrated maturity and creativity during this challenging year of the COVID-19 pandemic, which severely impacted international travel, and we believe that the approaching ‘new normal’ will generate greater opportunities within the travel industry”. Atara added that she believes that the reverse split will make the Company’s stock more attractive to long-term investors.
No fractional shares will be issued in connection with the Reverse Stock Split. The Registrant 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.
The Registrant’s stock symbol will be changed to SAMLD, and after 20 business days, the symbol will change back to SAML.
About Samsara Luggage:
Samsara Luggage, Inc. (OTC: SAML) is a global smart luggage and smart travel brand with a deep belief in creating a world where travel isn’t a hassle, but rather an effortless experience. By combining smart features, including IoT technology, innovative design and quality materials, Samsara is dedicated to transforming the travel industry with its products. Samsara Luggage unveiled its Next Generation smart carry-on at the 2020 Consumer Electronics Show (CES). The Next Generation is the first to market a Wi-Fi Hotspot technology for travelers to access a secured network globally.
In response to the coronavirus pandemic Samsara Luggage launched the Smart Weekender Nano Bag, an overnight travel bag treated with a layer of bacteriostatic nanotechnology protection that prevents colonies of bacteria from developing on the fabric. Samsara Luggage also launched Essentials by Samsara, a safety kit providing commuters with a new layer of safety with protective items like facemasks, hand sanitizer, disposable gloves and alcohol wipes. These kits are sold individually and gifted to customers with purchase of the Carry-on Aluminum suitcase or Smart Weekender bag.
In the last quarter of 2020, Samsara launched Sarah & Sam Fashion and Lifestyle Collection. Sarah & Sam is a part of Samsara Direct business model prompted by the travel limitations due to the coronavirus pandemic, leveraging the company’s established digital assets and manufacturing and fulfillment supply chain capabilities to offer additional consumer products that respond to the changing needs of the market.
For more information visit www.samsaraluggage.com.
Forward-Looking Statements:
Certain matters discussed in this press release may be forward-looking statements. Such matters involve risks and uncertainties that may cause actual results to differ materially, including, without limitation, the following: changes in economic conditions; general competitive factors; the company’s success in obtaining new customers; the company’s ability to execute its business model and strategic plans; the company’s success in integrating acquired entities and assets, and all the risks and related information described from time to time in the company’s filings with the Securities and Exchange Commission (“SEC”), including the financial statements and related information contained in the company’s Annual Report on Form 10-K and interim Quarterly Reports on Form 10-Q. The company assumes no obligation to update these forward-looking statements.
SOURCE Samsara Luggage, Inc.
Samsara Media Contact:
eva@samsaraluggage.com
