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): December 31, 2019

 

Tapinator, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

333-224531

46-3731133

(State or other jurisdiction of

(Commission File Number)

(IRS Employer

incorporation)

 

Identification No.)

     

 

110 West 40th Street, Suite 1902

New York, NY

 

10018

(Address of principal executive offices)

 

(Zip Code)

 

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

 

(Former name or former address, if changed since last report)

 

Not Applicable

 

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:  None.

 

Title of each class

 

Trading Symbol(s)

Name of each exchange on which registered

None

 

None

None

 

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 December 31, 2019, Tapinator, Inc. (the “Company”) announced an amendment to its Restated Certificate of Incorporation (the “Amendment”) to effect (i) a 1-for-160 reverse stock split, such that every 160 shares of the Company’s common stock will be combined and reclassified into a single share of common stock at the effective time of the reverse stock split (the “Reverse Stock Split”), and (ii) a reduction in the number of authorized shares of common stock from 250,000,000 to 25,000,000 (the “Authorized Share Reduction”). The Reverse Stock Split and Authorized Share Reduction will become effective on December 31, 2019 at 5:30 p.m. Eastern Time, and the Company’s common stock will begin trading on a post-Reverse Stock Split basis at the opening of regular trading hours on January 2, 2020. Holders of more than a majority of the Company’s outstanding shares of common stock previously approved the Reverse Stock Split and Authorized Share Reduction at the Company’s Special Meeting of Stockholders on November 25, 2019.

 

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 attached hereto as Exhibit 3.1 and is incorporated by reference herein.

 

Item 8.01  Other Events.

 

On December 31, 2019, the Company issued a press release announcing the Reverse Stock Split and Authorized Share Reduction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01  Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

Description

3.1

Certificate of Amendment to Restated Certificate of Incorporation of Tapinator, Inc. (amendment no. 2).

99.1

Press release issued by Tapinator, Inc., dated December 31, 2019.

 

 

 
 

 

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.

 

Date:

December 31, 2019

   
       
   

TAPINATOR, INC.

       
   

By:

/s/ Ilya Nikolayev                   

     

Ilya Nikolayev

     

Chief Executive Officer

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

TAPINATOR, INC.

 

Tapinator, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that:

 

 

1.

The original Certificate of Incorporation of this Corporation was filed with the Secretary of State of Delaware on December 9, 2013 (the “Original Certificate”). The Original Certificate was amended and restated on July 29, 2015, and subsequently amended on January 22, 2018 (the “Certificate of Incorporation”).

 

 

2.

Resolutions were duly adopted by the Board of Directors of the Corporation setting forth this proposed Amendment to the Certificate of Incorporation and declaring said amendment to be advisable and calling for the consideration and approval thereof at a meeting of the stockholders of the Corporation.

 

 

3.

The following paragraph is hereby added as a new Section 6 to Article IV of the Certificate of Incorporation:

 

“Section 6. Reverse Stock Split. Effective as of 5:30 p.m., New York time, on December 31, 2019 (the “Effective Time”) each share of the Corporation’s common stock, $0.001 par value per share (the “Old Common Stock”), either issued or outstanding or held by the Corporation as treasury stock, immediately prior to the Effective Time, will be automatically reclassified as (without any further act) into a smaller number of shares such that each one hundred sixty (160) shares of Old Common Stock issued and outstanding or held by the Company as treasury stock immediately prior to the Effective Time is reclassified into one (1) share of Common Stock, $0.001 par value per share, of the Corporation (the “New Common Stock”), without increasing or decreasing the amount of stated capital or paid-in surplus of the Corporation  (the “Reverse Stock Split”). The Board of Directors shall make provision for the issuance of that number of fractions of New Common Stock such that any fractional share of a holder otherwise resulting from the Reverse Stock Split shall be rounded up to the next whole number of shares of New Common Stock. Any stock certificate that, immediately prior to the Effective Time, represented shares of the Old Common Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of the New Common Stock into which such shares of Old Common Stock shall have been reclassified plus the fraction, if any, of a share of New Common Stock issued as aforesaid.”

 

 

4.

The Certificate of Incorporation is hereby amended by deleting Section 1 of Article IV in its entirety and inserting the following in lieu thereof:

 

“Authorized Shares. The total number of shares of all classes of stock of which the Corporation shall have authority to issue is twenty-six million five hundred and thirty-two thousand five hundred (26,532,500) of which twenty-five million (25,000,000) shares, par value of $0.001, shall be designated as Common Stock (“Common Stock”), and, unless stated otherwise within any series' designation of Preferred Stock, one million five hundred and thirty-two thousand five hundred (1,532,500) shares shall be designated as Preferred Stock (“Preferred Stock”), with a par value of $0.001. Subject to the rights of the holders of any one or more series of Preferred Stock then outstanding, the number of authorized shares of any class or classes of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote.”

 

 

5.

Pursuant to the resolution of the Board of Directors, a special meeting of the stockholders of the Company was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the foregoing amendment.

 

 

6.

This Certificate of Amendment shall become effective as of 5:30 p.m., New York time, on December 31, 2019.

 

 

7.

The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

 
 

 

[SIGNATURE PAGE TO CERTIFICATE OF AMENDMENT]

 

 

IN WITNESS WHEREOF, Tapinator, Inc., has caused this Certificate to be executed by its duly authorized officer on this 23rd day of December, 2019.

 

 

TAPINATOR, INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

 

 /s/ Ilya Nikolayev

 

 

 

Name: Ilya Nikolayev

 

 

 

Title: Chief Executive Officer and Chairman of the Board of Directors

 

 

 

Exhibit 99.1

 

Tapinator, Inc. Announces 1-For-160 Reverse Stock Split

 

New York, NY – December 31, 2019 – Tapinator, Inc. (OTCQB: TAPM) (“Tapinator,” the “Company,” “we,” “our” or “us”) today announced that its Board of Directors (the “Board”) has approved a 1-for-160 reverse stock split of its common stock. The Company’s stockholders granted authority to the Board to effect the reverse stock split at the Company’s Special Meeting of Stockholders on November 25, 2019. The reverse stock split will become effective at 5:30 p.m. Eastern Time on December 31, 2019, and the Company’s common stock is expected to begin trading on a post-split basis when the market opens on January 2, 2020.

 

Following the reverse stock split, the Company’s common stock will continue to trade on the OTCQB but its trading symbol (TAPM) will have an added designation of “D” for a 20 business day period following the reverse stock split (TAPMD). After such 20 business day period, the symbol for the Company’s common stock will revert to “TAPM.”

 

Once the reverse stock split is effected, every 160 shares of Tapinator’s issued and outstanding common stock (and such shares held in treasury) will be converted into one share of common stock. In addition, in connection with the reverse stock split, the number of the Company’s authorized shares of common stock will be reduced from 250 million to 25 million.

 

No fractional shares will be issued in the reverse stock split. Instead, each fractional share to be issued to a Tapinator stockholder will be rounded up to the nearest whole share.

 

The new CUSIP number for the Company’s post-reverse stock split common stock will be 876037 201.

 

Stockholders with certificated shares will receive a letter of transmittal from the Company’s transfer agent, Continental Stock Transfer & Trust Company, Inc. (“Continental”), with instructions on how to surrender certificates representing pre-split shares. Stockholders should not send in their pre-split certificates until they receive a letter of transmittal from Continental. Stockholders with book-entry shares or who hold their shares through a bank, broker or other nominee will not need to take any action. Please contact Continental for further information at (917) 262-2378.

 

Additional information about the reverse stock split, the authorized share reduction and the related charter amendments can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on October 17, 2019.

 

About Tapinator

 

Tapinator Inc. (OTCQB: TAPM) develops and publishes category leading apps for mobile platforms, with a focus on social casino games. Tapinator's library includes more than 300 titles that, collectively, have achieved over 500 million mobile downloads, including notable properties such as Video Poker Classic and Solitaire Dash. Tapinator generates revenues through the sale of branded advertising and via consumer transactions, including in-app purchases and subscriptions. Founded in 2013, Tapinator is headquartered in New York, with product development and marketing teams located in North America, Europe and Asia. Consumers can find high-quality mobile entertainment wherever they see the ‘T’ character logo, or at http://tapinator.com.

 

 
 

 

Forward Looking Statements

 

To the extent that statements contained in this press release are not descriptions of historical facts regarding Tapinator, they are forward-looking statements reflecting the current beliefs and expectations of management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “believe,” “goal,” “plan,” “feel,” "may," "will," "expect," "anticipate," "estimate," "intend," “target,” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. These forward-looking statements include, among other things, our expectation relating to the timing and effectiveness of our reverse stock split. Forward-looking statements are subject to risks and uncertainties that could cause our future results, performance or achievements to differ significantly from those expressed or implied by the forward-looking statements. Except as required by law, Tapinator undertakes no obligation to update or revise any forward-looking statements. The quoting and trading of the Company's common stock on the OTC Marketplace is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with the Company's operations or business prospects. As a result, there may be volatility in the market price of the shares of the Company's common stock for reasons unrelated to operating performance. Moreover, the OTC Marketplace is not a stock exchange, and trading of securities on it is often more sporadic than trading of securities listed on a national securities exchange. Accordingly, stockholders may have difficulty reselling any of their shares. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of the Company, please see the Company's Annual Report on Form 10-K for the year ended December 31, 2018 and its Quarterly Reports on Form 10-Q, including but not limited to the discussion under "Risk Factors" therein, which the Company filed with the SEC and may be viewed at http://www.sec.gov.

 

CONTACT:

Tapinator Investor Relations

investor.relations@tapinator.com

914.930.6232