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 17, 2016
IEG HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
| Florida | 000-55463 | 90-1069184 | ||
|
(State
or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS
Employer
Identification No.) |
| 6061 West Tropicana Ave., Suite E-13, Las Vegas, NV | 89103 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (702) 227-5626
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] 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 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On February 17, 2016, IEG Holdings Corporation (the “Company”) filed Articles of Amendment to the amended and restated articles of incorporation of the Company (the “Articles of Amendment Effecting the Reverse Split”) with the Secretary of State of the State of Florida to effect as of 6:00 p.m., Eastern Time, on March 28, 2016 a one-for-one hundred reverse stock split (the “Reverse Split”) of the Company’s common stock, par value $0.001 per share (“Common Stock”). In accordance with the Articles of Amendment Effecting the Reverse Split, immediately prior to the Reverse Split on March 28, 2016, the Company will pay in cash to those shareholders holding fewer than 100 shares of common stock, instead of issuing fractional shares, an amount per share equal to the average closing price per share of the common stock on the OTCQB, averaged over the period of 30 consecutive calendar days ending on (and including) March 28, 2016, without interest. The foregoing description is subject to, and qualified in its entirety by the Articles of Amendment Effecting the Reverse Split attached as Exhibit 3.1 hereto and incorporated herein by reference.
On February 17, 2016, the Company filed Articles of Amendment to the amended and restated articles of incorporation of the Company (the “Articles of Amendment Effecting the Forward Split/Reduction in Authorized Shares”) with the Secretary of State of the State of Florida to effect as of 6:01 p.m., Eastern Time, March 28, 2016 (i) a one hundred-for-one forward stock split of the Common Stock (the “Forward Split,” and together with the Reverse Split, the “Reverse/Forward Split”) and (ii) a reduction in the number of authorized shares of Common Stock from 3,000,000,000 to 200,000,000 (“Reduction in Authorized Shares of Common Stock”). The foregoing description is subject to, and qualified in its entirety by the Articles of Amendment Effecting the Forward Split/Reduction in Authorized Shares attached as Exhibit 3.2 hereto and incorporated herein by reference.
The Reverse/Forward Split and Reduction in Authorized Shares of Common Stock had been approved by the Company’s Board of Directors and the holder of a majority of the voting power of the issued and outstanding capital stock of the Company, as required, on January 14, 2016.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
No. |
Description | |
| 3.1 | Articles of Amendment of IEG Holdings Corporation (Effecting the Reverse Split), filed with the Secretary of State of the State of Florida on February 17, 2016. | |
| 3.2 | Articles of Amendment of IEG Holdings Corporation (Effecting the Forward Split and Reduction in Authorized Shares of Common Stock), filed with the Secretary of State of the State of Florida on February 17, 2016. |
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.
| IEG HOLDINGS CORPORATION | ||
| Date: February 23, 2016 | By: | /s/ Paul Mathieson |
| Name: | Paul Mathieson | |
| Title: | President and Chief Executive Officer | |
Exhibit 3.1
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
IEG HOLDINGS CORPORATION
(Reverse Stock Split)
Pursuant to Section 607.1006 of the Florida Business Corporation Act, IEG HOLDINGS CORPORATION, a Florida corporation (the “Corporation”), hereby amends (“Articles of Amendment”) its amended and restated articles of incorporation, as amended (“Articles”), as follows:
A. Reverse Stock Split. Upon the Effective Time (as defined below) of these Articles of Amendment, each one (1) share of the Corporation’s common stock, par value $0.001 per share (“Common Stock”) issued and outstanding immediately prior to the Effective Time will be and hereby is automatically reclassified and changed (without any further act) into one hundredth (1/100) of a validly issued, fully-paid and non-assessable share of Common Stock, without increasing or decreasing the par value thereof, provided that no fractional shares shall be issued in respect of any shares of Common Stock held by any holder in any one account which account has fewer than one hundred (100) shares of Common Stock immediately prior to the Effective Time, and that, instead of issuing such fractional shares, the Corporation shall pay in cash an amount per share equal to the average closing price per share of the Common Stock on the OTCQB, averaged over a period of thirty (30) consecutive calendar days ending on (and including) the date of the Effective Time, without interest.
B. Authority to Amend. These Articles of Amendment were adopted by the unanimous consent of the Corporation’s Board of Directors on January 14, 2016 and duly approved by the Corporation’s stockholders on January 14, 2016 as required by law and the Corporation’s Articles. The number of votes cast for the Articles of Amendment by the stockholders was sufficient for approval.
C. Effective Time. The foregoing amendment will become effective on March 28, 2016, at 6:00 p.m. (“Effective Time”).
IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment as of February 17, 2016.
| IEG HOLDINGS CORPORATION | ||
| By: | /s/ Paul Mathieson | |
| Name: | Paul Mathieson | |
| Title: | President and Chief Executive Officer | |
Exhibit 3.2
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
IEG HOLDINGS CORPORATION
(Forward Stock Split/Reduction in Authorized Shares)
Pursuant to Section 607.1006 of the Florida Business Corporation Act, IEG HOLDINGS CORPORATION, a Florida corporation (the “Corporation”), hereby amends (“Articles of Amendment”) its amended and restated articles of incorporation, as amended (“Articles”), as follows:
A. Forward Stock Split. Upon the Effective Time (as defined below) of these Articles of Amendment, each one (1) share of the Corporation’s common stock, par value $0.001 per share (“Common Stock”) issued and outstanding immediately prior to the Effective Time will be and hereby is automatically reclassified and changed (without any further act) into one hundred (100) validly issued, fully-paid and non-assessable shares of Common Stock, without increasing or decreasing the par value thereof, and each fraction of a share of Common Stock issued and outstanding immediately prior to the Effective Time will be and hereby is automatically reclassified and changed (without any further act) into a number of validly issued, fully-paid and non-assessable shares of Common Stock equal to the product of one hundred (100) and such fraction, which product shall be rounded up to the nearest whole share.
B. Reduction in Authorized Capital Stock. Article III, Section 1 of the Articles is hereby amended and restated in its entirety to read as follows:
Section 1. Authorized Capital Stock. The aggregate number of shares which the Corporation shall have the authority to issue is 250,000,000 shares, of which 200,000,000 shares shall be common stock, $0.001 par value per share, and 50,000,000 shall be preferred stock, par value $0.001 per share.
C. Authority to Amend. These Articles of Amendment were adopted by the unanimous consent of the Corporation’s Board of Directors on January 14, 2016 and duly approved by the Corporation’s stockholders on January 14, 2016 as required by law and the Corporation’s Articles. The number of votes cast for the Articles of Amendment by the stockholders was sufficient for approval.
D. Effective Time. The foregoing amendment will become effective on March 28, 2016, at 6:01 p.m. (“Effective Time”).
IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment as of February 17, 2016.
| IEG HOLDINGS CORPORATION | ||
| By: | /s/ Paul Mathieson | |
| Name: | Paul Mathieson | |
| Title: | President and Chief Executive Officer | |