UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): January 27, 2016
hopTo
Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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0-21683
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13-3899021
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(State
or Other Jurisdiction
of
Incorporation)
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Commission
File Number
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(IRS
Employer
Identification
No.)
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51
E. Campbell Avenue, Suite 128
Campbell,
CA
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95008
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (800) 472-7466
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))
Item 5.03
Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment
of Articles of Incorporation to Effect Reverse Stock Split
.
On
January 27, 2016, hopTo Inc., (the “Company” or “our”), filed a Certificate of Amendment (the “Certificate
of Amendment”) of its Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”),
with the Secretary of State of the State of Delaware, to effect a 1-for-15 reverse stock split of our common stock (the “Reverse
Stock Split”). The Certificate of Amendment became effective January 28, 2016.
The
Reverse Stock Split was described in detail in our definitive proxy statement for our 2015 annual meeting of stockholders (our
“Annual Meeting”) filed with the Securities and Exchange Commission on August 25, 2015. As previously reported in
our Current Report on Form 8-K filed September 29, 2015, reporting the results of our Annual Meeting, our stockholders voted to
approve amendment of our Certificate of Incorporation to effect the Reverse Stock Split and implementation thereof.
As
a result of the Reverse Stock Split, every fifteen (15) shares of the Company’s pre-Reverse Stock Split common stock were
combined and reclassified into one (1) share of common stock. Our post-Reverse Stock Split common stock began trading on January
28, 2016 with a new CUSIP number of 440271203. The Reverse Stock Split did not change the authorized number of shares or the par
value of the Company’s common stock.
No
fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would have been entitled
to receive a fractional share in connection with the Reverse Stock Split will receive a cash payment in lieu thereof.
Our
transfer agent, American Stock Transfer & Trust Company, LLC, is acting as exchange agent for the Reverse Stock Split and
will send instructions to stockholders of record regarding the exchange of certificates for common stock.
A
copy of the Certificate of Amendment and our press release dated January 27, 2016, announcing the Reverse Stock Split, are being
filed as Exhibits 3.1 and 99.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item
9.01
Financial Statement and Exhibits.
(d)
Exhibits
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EXHIBIT
NO.
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DESCRIPTION
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3.1
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Certificate
of Amendment of Amended and Restated Certificate of Incorporation, as amended.
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99.1
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Press
Release dated January 27, 2016.
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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 thereunto duly authorized.
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hopTo
Inc.
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Dated:
February 1, 2016
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By:
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/s/
Jean-Louis Casabonne
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Jean-Louis
Casabonne
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Chief
Financial Officer, Secretary
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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3.1
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Certificate
of Amendment of Amended and Restated Certificate of Incorporation.
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99.1
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Press
Release dated January 27, 2016.
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STATE
OF DELAWARE
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE
OF INCORPORATION
OF
HOPTO
INC.
hopTo
Inc., a corporation organized and existing under the laws of the State of Delaware (the “
Company
”), hereby
certifies as follows:
1. That
the following new paragraph is hereby added to ARTICLE IV of the Amended and Restated Certificate of Incorporation, as amended,
of the Company:
“As
of the close of business on January 27, 2016 (the “Effective Time”), each fifteen (15) shares of Common Stock issued
and outstanding immediately prior thereto, shall be automatically combined into one (1) share of Common Stock. No fractional shares
shall be issued to the stockholders in connection with such reverse stock split, but in lieu thereof the corporation shall pay
cash for each fractional share equal to the product obtained by multiplying: (a) the average closing sales price of the Common
Stock as reported on the Over-the-Counter Bulletin Board for the five trading days preceding the effective date of such combination,
or if the Common Stock is not at such time quoted on the Over-the-Counter Bulletin Board, then as reported on the highest tier
of the OTC Markets on which the Common Stock is then quoted; by (b) the fractional share. Each certificate that immediately prior
to the Effective Time represented shares of Common Stock (“Old Certificates”) shall thereafter represent that number
of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject
to the treatment of fractional shares as described above.”
2. That
the foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation
Law (“
DGCL
”), by approval of the board of directors of the Company and, in accordance with the provisions of
Section 228 of the DGCL, by the affirmative vote of the holders of a majority of the outstanding common stock entitled to vote
thereon at the Company’s 2015 annual meeting of stockholders on September 24, 2015. There are no shares of the Company’s
preferred stock outstanding.
Pursuant
to Section 242(c), the board of directors reserves its right to elect to abandon the reverse stock split if it determines, in
its sole discretion, that this proposal is no longer in the best interests of the Company and its stockholders.
3. The
Effective Time of the amendment herein certified shall be the close of business on January 27, 2016.
[
signature page follows
]
IN
WITNESS WHEREOF, the Company has caused this Certificate of Amendment of Certificate of Incorporation to be duly executed by its
authorized officer this 26th day of January, 2016.
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HOPTO INC.
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By:
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/s/
Jean-Louis Casabonne
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Jean-Louis
Casabonne
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Chief
Financial Officer
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Exhibit
99.1
hopTo
Inc. Announces Reverse Stock Split
CAMPBELL,
CA , January 27, 2016 /PRNewswire hopTo Inc. (the “Company”) (OTCBB HPTO) today announced a one-for-fifteen (1:15)
reverse split of its outstanding common stock, as approved by a vote of its shareholders at the annual meeting on September 24,
2015. The Company’s common stock will open for trading on the OTCBB marketplace on a post-split basis on Thursday, January
28, 2016.
The
Company’s Certificate of Incorporation, as amended, reflecting the reverse split has become effective. Upon the open of
market on Thursday, January 28, 2016, the Company’s common stock will trade on a split-adjusted basis under the symbol HPTO,
but with a D affixed for 20 business days, with a new CUSIP number.
In
the reverse split, each fifteen shares of issued and outstanding common stock will be converted automatically into one share of
common stock. No fractional shares will be issued in connection with the reverse stock split, and stockholders who would be entitled
to fractional shares will receive cash in lieu of fractional shares. The number of shares of common stock issued and outstanding
will be reduced from approximately 148.1 million shares as of immediately prior to the reverse split, to approximately 9.9 million
shares outstanding post-split. The reverse split will also have a proportionate effect on all stock options and warrants outstanding
as of the reverse split.
Stockholders
who hold their shares in brokerage accounts or “street name” will not be required to take any action to effect the
exchange of their shares. Stockholders of record as of the reverse split who hold share certificates will receive instructions
from the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, explaining the process for obtaining
new post-split stock certificates. American Stock Transfer will act as the exchange agent for purposes of implementing the exchange
of stock certificates.
Additional
information regarding the Company’s reverse stock split is available in the definitive proxy statement filed by the Company
with the U.S. Securities and Exchange Commission (SEC) on August 25, 2015
.
About
hopTo:
Founded
in its current form in 2012, hopTo Inc. is an innovator of a unique mobile productivity workspace platform. The hopTo mobile solution
delivers an unparalleled user experience without compromising enterprise security. hopTo brings a new standard of mobile productivity
with custom, touch enabled access to existing Windows applications and documents. The company is based in Campbell, CA. For more
information on hopTo, please visit:
http://www.hopTo.com
,
https://www.linkedin.com/company/hopto
or download the
hopTo IRapp from the hopTo investor page.
Forward
Looking Statement
Statements
in this news release concerning future results from operations, financial position, economic conditions, product releases and
any other statement that may be construed as a prediction of future performance or events are forward-looking statements which
involve known and unknown risks, uncertainties and other factors which may cause actual results to differ materially from those
expressed or implied by such statements. These factors include uncertainties as to ability to raise new capital on acceptable
terms or at all, ability to manage international operations, ability to identify and consummate roll-up acquisitions targets,
levels of orders, ability to record revenues, release schedules, finalization and market acceptance of new products, changes in
economic conditions and market demand, pricing and other activities by competitors, and other risks including those described
from time to time in filings on Forms 10-K and 10-Q with the Securities and Exchange Commission (SEC), press releases and other
communications.
Contacts
Investor
/ Media contact:
Jill
Pescosolido
jill@hopto.com
408.688.2674
x5073