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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): May 4, 2017 (April 28, 2017)
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AERKOMM INC. |
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(Exact name of registrant as specified in its charter) |
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Nevada |
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333-192093 |
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46-3424568 |
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(State or other jurisdiction
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(Commission
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(IRS Employer
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44043 Fremont Blvd. Fremont, CA 94538 |
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(Address of principal executive offices) |
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(877) 742-3094 |
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(Registrant's telephone number, including area code) |
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Not Applicable |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Restated Articles of Incorporation
On April 28, 2017, Aerkomm Inc. (the “ Company ”) filed Restated Articles of Incorporation (the “ Restated Articles ”) with the Secretary of State of the State of Nevada. The Restated Articles consolidate into one instrument several prior amendments to the Company’s Articles of Incorporation, but do not contain any new amendments to the Company’s Articles of Incorporation, as amended. The Restated Articles were approved by the Company’s Board of Directors (the “ Board ”) on April 21, 2017.
Change in Fiscal Year End
On April 28, 2017, the Board resolved to change the Company’s fiscal year end from September 30 to December 31. Previously, on February 13, 2017, the Board had approved a change of the Company’s fiscal year end from December 31 to September 30, in connection with the Company’s reverse acquisition of Aircom Pacific, Inc. (“ Aircom ”), whose fiscal year end was September 30. The Company has now determined to revert to a December 31 fiscal year end because Aircom, the Company’s wholly owned operating subsidiary, has changed its fiscal year end to December 31, and matching fiscal year ends will facilitate the preparation of consolidated financial statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
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Exhibit No. |
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Description of Exhibit |
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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.
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AERKOMM INC. |
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Date: May 4, 2017 |
By: |
/s/ Peter Chiou |
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Name: |
Peter Chiou |
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Title: |
Chief Executive Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description of Exhibit |
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3.1 |
Restated Articles of Incorporation of the Registrant |
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EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION
OF
AERKOMM INC.
Pursuant to NRS Chapter 78
ARTICLE 1
NAME
The name of the corporation (the “Corporation”) is Aerkomm Inc.
ARTICLE 2
REGISTERED AGENT FOR SERVICE OF PROCESS
The name of the Corporation’s registered agent in the State of Nevada is Vcorp Services, LLC, a commercial registered agent within the State of Nevada.
ARTICLE 3
AUTHORIZED STOCK
The aggregate number of shares which the Corporation shall have the authority to issue is 500,000,000, $0.001 par value per share, consisting of 450,000,000 shares of Common Stock, $0.001 par value per share and 50,000,000 shares of Preferred Stock, $0.001 par value per share.
All Common Stock of the Corporation shall be of the same class and shall have the same rights and preferences. The Corporation shall have authority to issue the shares of Preferred Stock in one or more series with such rights, preferences and designations as determined by the Board of Directors of the Corporation. Authority is hereby expressly granted to the Board of Directors from time to time to issue Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions providing for the issue of the shares thereof, to determine and fix such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including, without limitation thereof, dividend rights, special voting rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the full extent now or hereafter permitted by the Nevada Revised Statutes. Fully-paid stock of the Corporation shall not be liable to any further call or assessment.
Effective as of January 10, 2017, the filing date of a Certificate of Amendment to the Articles of Incorporation of the Corporation, each ten (10) shares of the issued and outstanding common stock, $0.001 par value, of the Corporation shall be reverse split into one (1) share of common stock of the Corporation. No fractional shares shall be issued in connection with the reverse split. Any fractional share that would otherwise be issued as a result of the reverse split will be rounded up to the nearest whole share.
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ARTICLE 4
PURPOSE
The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized in the State of Nevada.
ARTICLE 5
AMENDMENT OF BYLAWS
The Board of Directors of the Corporation shall have the power to make, alter, amend or repeal the Bylaws of the Corporation, except to the extent that the Bylaws otherwise provide.
ARTICLE 6
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation, or who is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding, to the full extent permitted by the Nevada Revised Statutes as such statutes may be amended from time to time.
ARTICLE 7
LIABILITY OF DIRECTORS AND OFFICERS
No director or officer shall be personally liable to the Corporation or any of its stockholders for damages for any breach of fiduciary duty as a director or officer; provided , however , that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) for the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of this Article 7 by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director of officer of the Corporation for acts or omissions prior to such repeal or modification.
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ARTICLE 8
ACQUISITION OF CONTROLLING INTEREST
The Corporation elects not to be governed by the terms and provisions of Sections 78.378 through 78.3793, inclusive, of the Nevada Revised Statutes, as the same may be amended, superseded, or replaced by any successor section, statute, or provision. No amendment to these Articles of Incorporation, directly or indirectly, by merger or consolidation or otherwise, having the effect of amending or repealing any provision of this Article 8 shall apply to or have any effect on any transaction involving acquisition of control by any person occurring prior to such amendment or repeal.
ARTICLE 9
COMBINATIONS WITH INTERESTED STOCKHOLDERS
The Corporation elects not to be governed by the terms and provisions of Sections 78.411 through 78.444, inclusive, of the Nevada Revised Statutes, as the same may be amended, superseded, or replaced by any successor section, statute, or provision. No amendment to these Articles of Incorporation, directly or indirectly, by merger or consolidation or otherwise, having the effect of amending or repealing any provision of this Article 9 shall apply to or have any effect on any transaction with an interested stockholder occurring prior to such amendment or repeal.
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IN WITNESS WHEREOF, the undersigned officer has signed these restated articles of incorporation this 21st day of April, 2017.
| By: | /s/ Peter Chiou | ||
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Peter Chiou | |
| Chief Executive Officer |
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