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 8, 2018
HER IMPORTS
(Exact name of registrant as specified in its charter)
Commission File Number: 000-53810
| Nevada | 30-0802599 | |
|
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
| 8250 W. Charleston Blvd., Suite 110, Las Vegas, NV | 89117 | |
| (Address of principal executive offices) | (Zip Code) |
702-544-0195
(Registrant’s telephone number, including area code)
Not Applicable
( 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:
| [ ] | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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 3.03 Material Modification to Rights of Security Ho lders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 8, 2018, Her Imports (the “Company”) filed a Certificate of Amendment (the “Amendment”) with the Nevada Secretary of State amending the Company’s Amended and Restated Articles of Incorporation to provide for 10,000,000 shares of blank check preferred stock, par value $0.001, of which 5,000,000 shares of preferred stock are currently issued.
The foregoing description is qualified in its entirety by a Form of the Amendment which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed or furnished as part of this report:
|
Exhibit No. |
Description | |
| 3.1 | Form of Certificate of Amendment to Articles of Incorporation as filed on February 8, 2018 with the State of Nevada |
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.
| Her Imports | ||
| Registrant | ||
| Date: February 14, 2018 | By: | /s/ Barry Hall |
| Name: | Barry Hall | |
| Title: | Chief Executive Officer | |
CERTIFICATE OF AMENDMENT TO
ARTICLES OF INCORPORATION
Her Imports (the ‘‘Company’’), a corporation organized and existing under the Revised Statutes of the State of Nevada (the ‘‘Nevada Revised Statutes’’), hereby certifies as follows:
1. Pursuant to Sections 78.385 and 78.390 of the Nevada Revised Statutes, the amendment herein set forth has been duly approved by the Board of Directors and holders of a majority of the outstanding capital stock of the Company.
2. The Amended and Restated Articles of Incorporation of the Company are hereby amended to add the following to Section 3: 10,000,000 shares of blank check shares of preferred stock, par value $0.001 with such rights, preferences and limitations as may be set from time to time by resolution of the board of directors and the filing of a certificate of incorporation as required by the Revised Statutes of the State of Nevada (the “NRS”).
3. This Certificate of Amendment to the Articles of Incorporation was duly adopted and approved by the shareholders of the Company on the 18th day of December, 2017 in accordance with Section 78.390 of the Nevada Revised Statutes.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to Articles of Incorporation as of the 8th day of February, 2018.
| HER IMPORTS | ||
| By | /s/ Barry Hall | |