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 5, 2022
OpenLocker Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-24520 | 04-3021770 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
625 N. Flagler Drive, Suite 600
West Palm Beach, FL 33401
(Address of principal executive offices) (Zip code)
(305) 351-9195
(Registrant’s telephone number, including area code)
Descrypto Holdings, 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. 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
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.
As previously disclosed by OpenLocker Holdings, Inc. (f/k/a Descrypto Holdings, Inc.) (the “Company”), the Company filed an application with the Financial Industry Regulatory Association (“FINRA”) to change its name from “Descrypto Holdings, Inc.” to “OpenLocker Holdings, Inc.” and to change its ticker symbol. In connection therewith, on December 5, 2022, the Company filed with the Delaware Secretary of State a certificate of amendment to certificate of incorporation (the “Amendment”) in order to change its corporate name to OpenLocker Holdings, Inc. (the “Name Change”). As discussed in Item 8.01 below, the Name Change has been cleared by FINRA and will be effective for trading purposes on December 9, 2022.
The information set forth above is qualified in its entirety by reference to the actual terms of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On December 8, 2022, the Company issued a press release announcing that it has received notification from FINRA that its Name Change request and request for a new trading symbol have been processed. At the open of market trading on December 9, 2022, the Company’s quotation on OTC Markets will reflect the Company’s new name, “OpenLocker Holdings, Inc.”, and its common stock will trade under the new symbol, “OLKR”.
The press release also announced that, effective December 6, 2022, the Company has been granted a U.S. trademark for the name OPENLOCKER.
A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Item 7.01.
Item 8.01. Other Events.
Effective December 9, 2022 for trading purposes, the Company’s corporate name has been changed from “Descrypto Holdings, Inc.” to “OpenLocker Holdings, Inc.” No action is required by the Company’s current stockholders as a result of this change. Also effective December 9, 2022, the trading symbol for the Company’s common stock will change from “DSRO” to “OLKR”. The Company’s common stock will continue to be quoted on the OTCQB and the CUSIP will remain unchanged.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation, dated December 5 ,2022. | |
| 99.1 | Press release issued by the registrant on December 8, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| OpenLocker Holdings, Inc. | |
| Date: December 8, 2022 | /s/ Howard Gostfrand |
| Howard Gostfrand | |
| Chief Executive Officer |
Exhibit 3.1
Exhibit 99.1
Descrypto Holdings, Inc. Announces Name Change to OpenLocker Holdings, Inc.
“Changing The Game”
West Palm Beach, FL. December 8, 2022 – OpenLocker Holdings, Inc., (“OpenLocker”) (OTCQB: OLKR) a technology platform for athletes and brands to redefine and unlock consumer and fan value is pleased to announce that it has received notification from the Financial Industry Regulatory Authority (FINRA) that its request for a name change and new trading symbol had been processed. At the open of market trading tomorrow, December 9, 2022, the Company’s quotation on OTC Markets will reflect our new name, OpenLocker Holdings, Inc. and will be listed under the new trading symbol “OLKR”.
Howard Gostfrand, CEO of OpenLocker stated, “Post our acquisition of OpenLocker, it has become abundantly clear that the opportunity to expand the OpenLocker brand is deep and wide. The name significantly more clearly describes who we are as a company. As such, it was time to go through the regulatory process and make the change. We believe OpenLocker is not only a company name, but a defining term of what we are delivering to the sports and entertainment physical and digital collectible ecosystem all the while increasing fan engagement. We are “Changing the Game.”
“We are still in the early innings of N.I.L. (Name, Image and Likeness). It’s an exciting time for OpenLocker as we innovate and develop communities in this space to enhance and redefine the experience for both the fans and student-athletes. The opportunities are immense and the name change captures the potential of our brand” stated Brian Klatsky, President of OpenLocker.
No action is required by the Company’s current shareholders as a result of this change. The Company’s common stock will continue to be listed on the OTCQB and the CUSIP will remain unchanged.
OpenLocker Holdings, Inc. is also very pleased to announce that effective December 6, 2022 we have been granted a US Trademark for the name OPENLOCKER. This registration will assist the company in forging ahead with complete control of our name and vision.
About OpenLocker Holdings, Inc.
OpenLocker Holdings, Inc. is a technology platform for athletes and brands to redefine and unlock consumer and fan value. Openlocker builds highly engaged fan communities on the Blockchain primarily for colleges and universities using student-athletes Name, Image and Likeness (N.I.L.) opening the door to countless revenue opportunities that previously did not exist. OpenLocker increases engagement among fans, athletes and brands through digital and physical collectibles and provides unique user utility, perks and experiences. OpenLocker is delivering digital loyalty and spearheading the future of marketing.
This press release contains forward-looking statements. All statements other than statements of historical facts included in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by words such as “believe,” “expect,” “anticipate,” “plan,” “potential,” “continue” or similar expressions. Such forward-looking statements include risks and uncertainties, and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks and uncertainties are discussed in Descrypto’s filings with the Securities and Exchange Commission. Investors should not place any undue reliance on forward-looking statements since they involve known and unknown, uncertainties and other factors which are, in some cases, beyond the Company’s control which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects Descrypto’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to operations, results of operations, growth strategy and liquidity. Descrypto assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
For more information visit: www.openlockerholdings.io.
Investor Contact
Howard Gostfrand, CEO
305-351-9195
howard@openlocker.io