Exhibit 3.1
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 16, 2019 (December 12, 2019)
ENVELA CORPORATION
(Exact name of Registrant as specified in its charter)
| Nevada | 1-11048 | 88-0097334 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
13022 Preston Road
Dallas, Texas 75240
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, including area code: (972) 587-4049
DGSE COMPANIES, INC.
(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 (see General Instruction A.2.):
| [ ] | 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)) |
Securities registered pursuant to section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common stock, $0.01 par value per share | ELA | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined 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 check mark 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 5.03. | Amendments to Articles of Incorporation or ByLaws; Change in Fiscal Year |
Effective December 12, 2019, DGSE Companies, Inc. (the “Company”) changed its name to Envela Corporation. The name change was made pursuant to the Nevada Revised Statutes Sections 78.380, 78.385, 78.390 and 78.403 by filing A Certificate of Amendment for our Amended and Restated Articles of Incorporation. We amended Article One of the Company’s Amended and Restated Articles of Incorporation to change our corporate name to Envela Corporation pursuant to the Certificate of Amendment for the Amended and Restated Articles of Incorporation filed with the Secretary of State of Nevada on December 12, 2019. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1.
| Item 7.01 | Regulation FD Disclosure |
On December 12, 2019, the Company issued a press release announcing its name change. A copy of the press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | ||
| 3.1 | Certificate of Amendment filed with the Secretary of State of Nevada on December 12, 2019 | ||
| 99.1 | Press Release of Envela Corporation, dated December 12, 2019 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| By: | /s/ BRET A. PEDERSEN | |
| Bret A. Pedersen | ||
| Chief Financial Officer | ||
| (Principal Accounting Officer) |
Date: December 16, 2019
Exhibit 3.1
Exhibit 99.1
DGSE Companies, Inc. Heads into New Year with New Name: ENVELA CORPORATION
DALLAS, TX / December 12, 2019 — DGSE Companies, Inc. (NYSE American: DGSE) (“DGSE” or the “Company”) a leading recommerce, wholesale and retail dealer, today announced that it changed its name to Envela Corporation. Envela will continue trading on the NYSE American exchange, under its new name and ELA ticker symbol beginning on or about December 18, 2019.
The Company was established in 1965, and for decades its Dallas Gold & Silver Exchange brand has been a leading force in the recommerce industry. “Envela reflects our vision to pursue acquisition opportunities from a variety of recommerce industries to create diversified revenue streams and enhanced value for our shareholders,” said John Loftus, DGSE’s Chairman and CEO.
Going forward, Envela plans to operate primarily via two business segments. Through DGSE, LLC, the Company will operate its Dallas Gold and Silver Exchange, Charleston Gold & Diamond Exchange, and Bullion Express brands. Under ECHG, LLC, it will operate Echo Environmental, ITAD USA and Teladvance.
This name change does not affect the rights of the Company’s stockholders, creditors, customers or suppliers. No action is required by current shareholders in connection with the name and ticker changes, and no change has been made to the Company’s share capital.
This press release includes statements that may constitute “forward-looking” statements, including statements regarding the potential future success of business strategies. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, market conditions and other risks detailed in the Company’s periodic report filings with the Securities and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release except as required by law.
Investor Relations Contact:
David Vadala
Head of Investor Relations
Envela Corporation
13022 Preston Rd Dallas, TX 75240
972-587-4049
investorrelations@dgse.com