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): February 25, 2020

 

WEYLAND TECH INC.

(Exact name of registrant as specified in its charter)

 

Delaware
(State or other
jurisdiction of incorporation)

 

000-51815
(Commission
File Number)

 

46-5057897
(I.R.S. Employer
Identification No.)

 

85 Broad Street, 16-079
New York, NY 10004

(Address of Principal Executive Offices)


Registrant’s telephone number, including area code: (808) 829-1057

  

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

None

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 (§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 February 25, 2020, Weyland Tech, Inc., a Delaware corporation (“we,” “us,” “our” or the “Company”), filed a certificate of amendment (the "Certificate of Amendment") to the Company’s Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware, to effect a reverse stock split of our common stock, $0.0001 par value per share ("Common Stock"), at a rate of 1-for-13 (the "Reverse Stock Split").

 

As previously reported, on September 26, 2019, the Company’s board of directors (the "Board") had authorized the Company to effect a reverse stock split at a ratio of not less than 1-for-5 and not more than 1-for-20, the exact ratio to be determined by the Board in its sole discretion based upon the market price of our Common Stock on the date of such determination, and with such reverse stock split to be effective at such time and date, if at all, as determined by the Board in its sole discretion, it being understood that the sole purpose of such reverse stock split was to attempt to obtain a listing on the Nasdaq Capital Market.  As also previously reported, at a special meeting of our stockholders held on November 15, 2019, the Company’s stockholders approved a proposal to give the Board discretion to effect the reverse stock split at a ratio of not less than 1-for-5 and not more than 1-for-20.  On February 13, 2020, the Board (a) determined that, based upon the market price of our Common Stock, and with the intention to move forward with its listing on the Nasdaq Capital Market, it would be appropriate for the reverse split to be at a ratio of 1-for-13, and (b) authorized the Company to file the Certificate of Amendment to implement the Reverse Stock Split, to be effective upon filing with the Secretary of State of the State of Delaware.  


On February 25, 2020, upon the filing of the Certificate of Amendment, and the resulting effectiveness of the Reverse Stock Split, every 13 outstanding shares of our Common Stock were, without any further action by us, or any holder thereof, combined into and automatically became 1 share of our Common Stock.  No fractional shares were issued as a result of the Reverse Stock Split.  In lieu thereof, fractional shares were cancelled, and stockholders received a cash payment in an amount equal to the fair market value of such fractional shares on the effective date.  All shares of Common Stock eliminated as a result of the Reverse Stock Split have been returned to our authorized and unissued capital stock, and our capital has been reduced by an amount equal to the par value of the shares of Common Stock so retired.


Prior to the filing of the Certificate of Amendment, we had an authorized capital of 250,000,000 shares of Common Stock, out of which 154,890,210 shares were issued and outstanding.  As a result of the filing of the Certificate of Amendment, and resulting effectiveness of the Reverse Stock Split, the 154,890,210 shares of Common Stock issued and outstanding became 11,914,367 shares of Common Stock, and 142,975,843 shares of Common Stock were cancelled.  The Reverse Stock Split did not change our current authorized number of shares of Common Stock or its par value.

 

Except for de minimus adjustments that resulted from the treatment of fractional shares, the Reverse Stock Split did not have any dilutive effect on our stockholders since each stockholder holds the same percentage of our Common Stock outstanding immediately following the Reverse Stock Split as such stockholder held immediately prior to the Reverse Stock Split.


As a result of the Reverse Stock Split, the number of shares of the Company’s Common Stock that may be purchased upon exercise of outstanding warrants, options, or other securities convertible into, or exercisable or exchangeable for, shares of our Common Stock, and the exercise or conversion prices for these securities, have also be ratably adjusted in accordance with their terms.

 

The Certificate of Amendment is filed as Exhibit 3.1 hereto and incorporated herein by reference.


Item 7.01   Regulation FD Disclosure.


On February 26, 2020, the Company issued a press release announcing the effectiveness of the Reverse Stock Split.  The text of the release is furnished as Exhibit 99.1 and incorporated herein by reference.


The information in this Item 7.01 of this Current Report on Form 8-K (“Report’), including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act” ), or the Exchange Act,



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whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Report in such filing.


Forward Looking Statements

 

This Report and the Company’s press release issued on February 26, 2020, contain “forward-looking statements” within the meaning of the Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements can often be identified by the use of words such as “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan,” “propose,” “projected,” “seek,” or “anticipate,” although not all forward-looking statements contain these or other identifying words. Forward-looking statements are based on expectations, estimates and projections at the time the statements are made and are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from expected results. Actual results could differ from those projected in any forward-looking statements due to numerous factors, such as the inherent uncertainties associated with new business opportunities and development stage companies. Although the Company believes that any beliefs, plans, expectations and intentions contained in this Report and the press release are reasonable, there can be no assurance that they will prove to be accurate. Investors should refer to the risk factors disclosures outlined in the Company’s annual report on Form 10-K for the most recent fiscal year, quarterly reports on Form 10-Q, and other periodic reports filed from time-to-time with the U.S. Securities and Exchange Commission. The Company cautions readers not to place undue reliance on any forward-looking statements.


Item 8.01   Other Events.

 

On February 26, 2020, the Financial Industry Regulatory Authority notified us that the Reverse Stock Split would take effect in the over-the-counter market at the start of business on February 27, 2020. At the open of trading on February 27, 2020, our trading symbol changed from "WEYL" to "WEYLD." The "D" will be removed 20 business days after the split becomes effective in the market.

 

Item 9.01   Financial Statements and Exhibits.

 

(d) Exhibits.

 

The exhibits listed in the following Exhibit Index are filed as part of this Form 8-K.

 

Exhibit No.

 

Description

3.1

 

Certificate of Amendment to the Certificate of Incorporation of the Company, filed February 25, 2020

 

99.1

 

 

Press Release issued by the Company, dated February 26, 2020




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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: March 2, 2020

WEYLAND TECH, INC.

 

 

 

 


 

 

By:

/s/ Brent Y. Suen

 

 

Name:

 Brent Y. Suen

 

 

Title:

 Chief Executive Officer

 

 

 

 

 

 

 

 

 

 



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EXHIBIT 3.1




 

EXHIBIT 99.1

[EX99_1APG002.GIF]



Weyland Tech Reverse Splits Stock to Meet Nasdaq Listing Requirements


New York, NY – February 26, 2020 – Weyland Tech, Inc. (OTCQX: WEYL), a leading global provider of mCommerce platform-as-a-service (PaaS), eCommerce managed services and fintech solutions, has implemented a 1-for-13 reverse split of its common stock to be effective prior to the opening of the market tomorrow, February 27, 2020.  


The stock will begin trading on a post-split basis under the symbol, WEYLD, for 20 business days, after which it will return to trading under the symbol, WEYL. If the stock is listed on The Nasdaq Capital Market prior to the completion of the 20 business day period, the symbol may revert back to WEYL at that time.


“We expect that this reverse split will allow our stock price to meet the listing requirements for The Nasdaq Capital Market,” said Weyland Tech CEO, Brent Suen. “We believe the Nasdaq listing will provide our investors with better trade execution and liquidity, as well as increase our visibility with retail and institutional investors.”


“We know for our existing shareholders it has been a long road through this process and filled with great expectations,” added Suen. “So, we would like to express our deepest appreciation for their patience and support as we execute this reverse split in preparation for Nasdaq.”


The stockholders of Weyland Tech approved the reverse stock split on November 15, 2019, and the board of directors subsequently approved the implementation of the reverse stock split at the ratio of 1-for-13.


As a result of the split, every 13 shares of issued and outstanding common stock will be exchanged for one share of common stock. No fractional shares will be issued as a result of the reverse stock split. A holder of record of common stock on the effective date of the reverse stock split who would otherwise be entitled to a fraction of a share will be rounded up to the next whole share.


Each stockholder’s percentage ownership interest in Weyland Tech and proportional voting power will remain unchanged, and the rights and privileges as the holders of the common stock will be unaffected.


The reverse stock split will not change the total number of shares of common stock or preferred stock authorized for issuance by the company. Additionally, the par value of the company’s common stock will remain at $0.0001 per share.


Shareholders holding share certificates will receive information from Weyland Tech’s transfer agent, Nevada Agency and Transfer Company, regarding the process for exchanging their shares of common stock. Shareholders with questions may contact the transfer agent at +1 (775) 322-0626.


Additional information regarding the reverse stock split is available in the definitive proxy statement filed by Weyland Tech with the U.S. Securities and Exchange Commission on October 21, 2019. The definitive proxy statement is available at the Investors page of the company website at www.weyland-tech.com and the SEC website.

 

Before the listing of the common stock on The Nasdaq Capital Market can occur, Nasdaq will need to approve the company’s application for listing. There can be no assurance the application will be approved.


About Weyland Tech

Weyland Tech is a developer and global provider of mobile business software applications. The company operates its CreateApp™ platform-as-a-service (PaaS) across three continents and 10 countries, including some of the fastest-growing emerging markets in Southeast Asia. The platform provides a mobile presence for small-and-medium sized businesses (SMBs) that is supported locally by distributor partnerships.


Offered in 14 languages with more than 70 integrated modules, CreateApp enables SMBs to create and deploy native mobile applications for Apple iOS and Google Android without technical knowledge or background. The technology empowers SMBs to increase sales, reach more customers, manage logistics, and promote their products and services in an easy, affordable and highly efficient way. For more information, visit weyland-tech.com.


About Push Interactive

The e-Commerce platform of Weyland’s Push Interactive subsidiary features comprehensive customer acquisition capabilities, highly productive media and channel strategies, well-tuned product promotion and messaging, and sales funnel development and optimization. The direct-to-consumer platform provides an end-to-end solution for SMBs and major brands, allowing these organizations to dramatically increase online revenue while lowering the cost of customer acquisition and order fulfillment. Post-sale, Push supports fulfillment, customer relationship management, and further monetization through re-engagement and remarketing toolsets that enhance customer lifetime value (LTV). For more information about Push Interactive, visit www.pushint.com.


Important Cautions Regarding Forward Looking Statements

This release contains certain “forward-looking statements” relating to the business of the Company. All statements, other than statements of historical fact included herein are “forward-looking statements” including statements regarding: the Company may not meet applicable Nasdaq Capital Market requirements necessary for listing and/or Nasdaq may not approve the Company’s listing application; the ability of the Company to successfully execute its business plan; the business strategy, plans, and objectives of the Company; and any other statements of non-historical information. These forward-looking statements are often identified by the use of forward-looking terminology such as “believes,” “expects” or similar expressions and involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks, and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this news release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website (www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume any duty to update these forward-looking statements.


Company Contact

Brent Suen, CEO

Weyland Tech Inc.

Email contact


Media & Investor Contact

Ronald Both or Grant Stude

CMA   

Tel (949) 432-7566

Email Contact