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 ea rliest event reported): July 2 , 2019 ( June 27 , 2019 )

______________

 

Tapinator, Inc.

(Exact name of registrant as specified in its charter)

______________

 

Delaware

333-224531

46-3731133

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

 

110 West 40 th Street, Suite 1902, New York, NY 10018

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code ( 914) 930-6232

 

N/A

(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))

 

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. ☒

 

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

None

 

None

None

 

 
 

 

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

 

On June 27, 2019 (the “ Effective Date ”), Tapinator, Inc. (the “ Company ”) filed three Certificates of Elimination (each a “ Certificate of Elimination ”) with the Secretary of State of the State of Delaware eliminating the following: (i) Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the “ Series A Preferred Stock ”); (ii) Certificate of Designation of Preferences, Rights and Limitations of Series A-1 Preferred Stock (the “ Series A -1 Preferred Stock ”); and (iii) Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (the “ Series B Preferred Stock ”), each of which related to the preferred stock under the Company’s Restated Certification of Incorporation.

 

There were no shares of Series A Preferred Stock, Series A-1 Preferred Stock, or Series B Preferred Stock issued or outstanding as of the Effective Date. Upon the filing of each Certificate of Elimination, the 840 authorized shares of Series A Preferred Stock, the 1,500 authorized shares Series A-1 Preferred Stock and the 1,854 authorized shares Series B Preferred Stock reverted back to authorized but unissued shares of preferred stock. The Company currently has no designated authorized, issued, or outstanding preferred stock.

 

Each Certificate of Elimination is filed herewith as Exhibits 3.1, 3.2 and 3.3, respectively, and incorporated herein by reference.

  

Item 9.01.  Financial Statements and Exhibits.

 

(d)  Exhibits

 

3.1

Certificate of Elimination of Series A Preferred Stock.

3.2

Certificate of Elimination of Series A-1 Preferred Stock.

3.3

Certificate of Elimination of Series B Preferred Stock.

 

 
 

 

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.

 

         

Tapinator, Inc.

   

  

     
 

By:  

/s/ Ilya Nikolayev

 
   

Ilya Nikolayev

Chief Executive Officer

 

Date: July 2, 2019

 

Exhibit 3.1

 

 

 

 

 

 

CERTIFICATE OF ELIMINATION

 

of

 

SERIES A PREFERRED STOCK

 

of

 

TAPINATOR, INC.

 

 

 

 

Pursuant to Section 151(g) of the Delaware General Corporation Law

 

 

Tapinator, Inc. (the “ Corporation ”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “ DGCL ”), hereby certifies as follows:

 

FIRST : That pursuant to the authority expressly vested in the Board of Directors of the Corporation (the “ Board of Directors ”) by the Restated Certificate of Incorporation of the Corporation, as amended and as effective as of the date hereof (the “ Certificate of Incorporation ”), the Board of Directors previously adopted resolutions creating and authorizing a series of 840 shares of preferred stock, par value $0.001 per share, of the Corporation designated as Series A Convertible Preferred Stock (the “ Series A Preferred Stock ”), subject to the Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the “ Certificate of Designation ”), as filed with the Secretary of State of the State of Delaware on July 28, 2016.

 

SECOND : That none of the authorized shares of the Series A Preferred Stock are outstanding and none will be issued by the Corporation pursuant to the Certificate of Designation.

 

THIRD : That pursuant to the authority conferred upon the Board of Directors pursuant to the Certificate of Incorporation, the Board of Directors duly adopted the following resolutions via a unanimous written consent date June 10, 2019, approving the elimination of the Series A Preferred Stock:

 

WHEREAS , the Board previously adopted resolutions creating and authorizing a series of preferred stock designated as Series A Preferred Stock, subject to the Certificate of Designation Preferences, Rights and Limitations of Series A Preferred Stock, as filed with the Secretary of State of the State of Delaware on July 28, 2016;

 

WHEREAS , none of the authorized shares of the Series A Preferred Stock is outstanding and none will be issued by the Corporation pursuant to the Certificate of Designation in the future; and

 

WHEREAS , the Board has determined that it is advisable and in the best interests of the Corporation and its stockholders to eliminate the Series A Preferred Stock (the “ Elimination ”).

 

NOW , THEREFORE , BE IT RESOLVED , that the Elimination hereby is authorized, approved, and adopted in all respects; and

 

FURTHER RESOLVED , that each of the Chief Executive Officer, the President, a Vice President, the Treasurer, or Secretary, in each case of the Corporation, is hereby authorized and directed, in the name and on behalf of the Corporation, to prepare, execute, and deliver to the Secretary of State of the State of Delaware a Certificate of Elimination as required by the DGCL in order to effect the cancellation and elimination of the Series A Preferred Stock, and any and all additional documents required to be filed therewith.

 

 
 

 

FOURTH : That, in accordance with Section 151(g) of the DGCL, the Certificate of Incorporation, as effective immediately prior to the filing of this Certificate of Elimination, is hereby amended to eliminate all references to the Series A Preferred Stock.

 

 

 

[ Signature Page Follows ]

 

 
 

 

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Corporation, has executed and subscribed this Certificate of Elimination and does affirm the foregoing as true under the penalties of perjury on June 26, 2019.

 

 

TAPINATOR, INC.

   
 

 

 
 

By:

/s/ Andrew Merkatz

 

 
 

Name:

Andrew Merkatz

 
 

Title:

President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[ Signature Page to Certificate of Elimination ]

 

Exhibit 3.2

 

 

 

 

 

 

CERTIFICATE OF ELIMINATION

of

 

SERIES A-1 PREFERRED STOCK

 

of

 

TAPINATOR, INC.

 

 

 

 

Pursuant to Section 151(g) of the Delaware General Corporation Law

 

 

Tapinator, Inc. (the “ Corporation ”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “ DGCL ”), hereby certifies as follows:

 

FIRST : That pursuant to the authority expressly vested in the Board of Directors of the Corporation (the “ Board of Directors ”) by the Restated Certificate of Incorporation of the Corporation, as amended and as effective as of the date hereof (the “ Certificate of Incorporation ”), the Board of Directors previously adopted resolutions creating and authorizing a series of 1,500 shares of preferred stock, par value $0.001 per share, of the Corporation designated as Series A-1 Convertible Preferred Stock (the “ Series A-1 Preferred Stock ”), subject to the Certificate of Designation of Preferences, Rights and Limitations of Series A-1 Preferred Stock (the “ Certificate of Designation ”), as filed with the Secretary of State of the State of Delaware on June 6, 2017.

 

SECOND : That none of the authorized shares of the Series A-1 Preferred Stock are outstanding and none will be issued by the Corporation pursuant to the Certificate of Designation.

 

THIRD : That pursuant to the authority conferred upon the Board of Directors pursuant to the Certificate of Incorporation, the Board of Directors duly adopted the following resolutions via a unanimous written consent date June 10, 2019, approving the elimination of the Series A-1 Preferred Stock:

 

WHEREAS , the Board previously adopted resolutions creating and authorizing a series of preferred stock designated as Series A-1 Preferred Stock, subject to the Certificate of Designation Preferences, Rights and Limitations of Series A-1 Preferred Stock, as filed with the Secretary of State of the State of Delaware on June 6, 2017;

 

WHEREAS , none of the authorized shares of the Series A-1 Preferred Stock is outstanding and none will be issued by the Corporation pursuant to the Certificate of Designation in the future; and

 

WHEREAS , the Board has determined that it is advisable and in the best interests of the Corporation and its stockholders to eliminate the Series A-1 Preferred Stock (the “ Elimination ”).

 

NOW , THEREFORE , BE IT RESOLVED , that the Elimination hereby is authorized, approved, and adopted in all respects; and

 

FURTHER RESOLVED , that each of the Chief Executive Officer, the President, a Vice President, the Treasurer, or Secretary, in each case of the Corporation, is hereby authorized and directed, in the name and on behalf of the Corporation, to prepare, execute, and deliver to the Secretary of State of the State of Delaware a Certificate of Elimination as required by the DGCL in order to effect the cancellation and elimination of the Series A-1 Preferred Stock, and any and all additional documents required to be filed therewith.

 

 
 

 

FOURTH : That, in accordance with Section 151(g) of the DGCL, the Certificate of Incorporation, as effective immediately prior to the filing of this Certificate of Elimination, is hereby amended to eliminate all references to the Series A-1 Preferred Stock.

 

 

 

[ Signature Page Follows ]

 

 
 

 

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Corporation, has executed and subscribed this Certificate of Elimination and does affirm the foregoing as true under the penalties of perjury on June 26, 2019.

 

 

TAPINATOR, INC.

   
     
 

By:

/s/ Andrew Merkatz

 

 
 

Name:

Andrew Merkatz

 
 

Title:

President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[ Signature Page to Certificate of Elimination ]

 

Exhibit 3.3

 

 

 

 

 

 

CERTIFICATE OF ELIMINATION

 

of

 

SERIES B PREFERRED STOCK

 

of

 

TAPINATOR, INC.

 

 

 

 

Pursuant to Section 151(g) of the Delaware General Corporation Law

 

 

Tapinator, Inc. (the “ Corporation ”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “ DGCL ”), hereby certifies as follows:

 

FIRST : That pursuant to the authority expressly vested in the Board of Directors of the Corporation (the “ Board of Directors ”) by the Restated Certificate of Incorporation of the Corporation, as amended and as effective as of the date hereof (the “ Certificate of Incorporation ”), the Board of Directors previously adopted resolutions creating and authorizing a series of 1,854 shares of preferred stock, par value $0.001 per share, of the Corporation designated as Series B Convertible Preferred Stock (the “ Series B Preferred Stock ”), subject to the Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (the “ Certificate of Designation ”), as filed with the Secretary of State of the State of Delaware on February 23, 2018.

 

SECOND : That none of the authorized shares of the Series B Preferred Stock are outstanding and none will be issued by the Corporation pursuant to the Certificate of Designation.

 

THIRD : That pursuant to the authority conferred upon the Board of Directors pursuant to the Certificate of Incorporation, the Board of Directors duly adopted the following resolutions via a unanimous written consent date June 10, 2019, approving the elimination of the Series B Preferred Stock:

 

WHEREAS , the Board previously adopted resolutions creating and authorizing a series of preferred stock designated as Series B Preferred Stock, subject to the Certificate of Designation Preferences, Rights and Limitations of Series B Preferred Stock, as filed with the Secretary of State of the State of Delaware on February 23, 2018;

 

WHEREAS , none of the authorized shares of the Series B Preferred Stock is outstanding and none will be issued by the Corporation pursuant to the Certificate of Designation in the future; and

 

WHEREAS , the Board has determined that it is advisable and in the best interests of the Corporation and its stockholders to eliminate the Series B Preferred Stock (the “ Elimination ”).

 

NOW , THEREFORE , BE IT RESOLVED , that the Elimination hereby is authorized, approved, and adopted in all respects; and

 

FURTHER RESOLVED , that each of the Chief Executive Officer, the President, a Vice President, the Treasurer, or Secretary, in each case of the Corporation, is hereby authorized and directed, in the name and on behalf of the Corporation, to prepare, execute, and deliver to the Secretary of State of the State of Delaware a Certificate of Elimination as required by the DGCL in order to effect the cancellation and elimination of the Series B Preferred Stock, and any and all additional documents required to be filed therewith.

 

 
 

 

FOURTH : That, in accordance with Section 151(g) of the DGCL, the Certificate of Incorporation, as effective immediately prior to the filing of this Certificate of Elimination, is hereby amended to eliminate all references to the Series B Preferred Stock.

 

 

 

[ Signature Page Follows ]

 

 
 

 

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Corporation, has executed and subscribed this Certificate of Elimination and does affirm the foregoing as true under the penalties of perjury on June 26, 2019.

 

 

TAPINATOR, INC.

   
     
 

By:

/s/ Andrew Merkatz

 

 
 

Name:

Andrew Merkatz

 
 

Title:

President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[ Signature Page to Certificate of Elimination ]