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 5, 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 December 5, 2016, IEG Holdings Corporation (the “Company”) filed articles of amendment (the “Amendment”) to its amended and restated articles of incorporation, as amended. The Amendment has the effect of increasing the number of authorized shares of common stock from 40,000,000 to 300,000,000.
The Amendment was 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 October 28, 2016.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Articles of Amendment of IEG Holdings Corporation, filed with the Secretary of State of the State of Florida on December 5, 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: December 7, 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
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. Increase 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 350,000,000 shares, of which 300,000,000 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.
B. Authority to Amend. These Articles of Amendment were adopted by the unanimous consent of the Corporation’s Board of Directors on October 28, 2016 and duly approved by the Corporation’s stockholders on October 28, 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 December 5, 2016.
IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment as of December 5, 2016.
| IEG HOLDINGS CORPORATION | ||
| By: | /s/ Paul Mathieson | |
| Name: | Paul Mathieson | |
| Title: | Chief Executive Officer | |