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): July 12, 2017
Pollex, Inc.
(Exact name of registrant as specified in its charter)
|
Nevada (State or other jurisdiction of incorporation) |
000-49933 (Commission File Number) |
95-4886472 (IRS Employer Identification No.) |
| 2005 De La Cruz Blvd., Suite 235, Santa Clara, CA 95050 |
| (Address of principal executive offices and Zip Code) |
Registrant's telephone number, including area code: (408) 350-7340
Copies to:
Darrin M. Ocasio, Esq.
Sichenzia Ross Ference Kesner LLP
61 Broadway, 32 nd Floor
New York, New York 10006
Phone: (212) 930-9700
Fax: (212) 930-9725
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 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; Change in Fiscal year
On June 22, 2017, Pollex, Inc. (the “Company”) filed a certificate of amendment (the “Certificate”) to its articles of incorporation with the State of Nevada effectuating a reverse split of the Company’s common stock at a ratio of 1 for 300 (the “Reverse Split”). The Reverse Split became effective in the State of Nevada on July 12, 2017. The holders of a majority of the shares of common stock of the Company had previously approved the Reverse Split on June 8, 2017.
The Reverse Split was announced on the Daily List maintained by Financial Industry Regulatory Authority, Inc. on July 11, 2017, and took effect at the open of business on July 12, 2017. The temporary new symbol is PLLXD. The “D” will be removed 20 business days from July 12, 2017. As a result of the Reverse Split, each three hundred (300) shares of common stock issued and outstanding prior to the Reverse Split has been converted into one (1) share of common stock, and all options, warrants, and any other similar instruments convertible into, or exchangeable or exercisable for, shares of common stock have been proportionally adjusted. No fractional shares will be issued if, as a result of the Reverse Split, a stockholder would otherwise have been entitled to a fractional share. Instead, each fractional share was rounded up.
The Company’s shares of common stock will continue to trade on the OTCPink but will trade under a new CUSIP of 731511 200.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 3.1 | Certificate of Amendment dated June 20, 2017 |
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.
| POLLEX, INC. | |||
| Date: July 12, 2017 | By: | /s/ Seong Sam Cho | |
|
Seong Sam Cho, President, Chief Executive
Officer and Chief Financial Officer |
|||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION, AS AMENDED,
OF
POLLEX, INC.
Pollex, Inc., a corporation organized and existing under the laws of the State of Nevada (the “ Corporation ”) hereby certifies that the amendment set forth below to the Corporation’s Articles of Incorporation (the “ Articles ”) was duly adopted in accordance with Sections 78.385 and 78.390 of the Nevada Revised Statutes:
The Articles have been amended as follows:
| 1. | Article 3 is hereby amended and replaced with the following: |
On July 12, 2017 (the “ Effective Time ”), each three hundred (300) outstanding shares of Common Stock (the “ Old Common Stock ”) shall be split and converted into one (1) share of Common Stock (the “ New Common Stock ”). This reverse stock split (the “ Reverse Split ”) of the outstanding shares of Common Stock shall not affect the total number of shares of capital stock, including the Common Stock, that the Company is authorized to issue, which shall remain as set forth under the heading “Number and Designation” of this Article 3.
The Reverse Split shall occur without any further action on the part of the Corporation or the holders of shares of New Common Stock and whether or not certificates representing such holders’ shares prior to the Reverse Split are surrendered for cancellation. No fractional interest in a share of New Common Stock shall be deliverable upon the Reverse Split, all of which shares of New Common Stock be rounded up to the nearest whole number of such shares. All references to “Common Stock” in these Articles shall be to the New Common Stock.
The Reverse Split will be effectuated on a stockholder-by-stockholder (as opposed to certificate-by-certificate) basis. Certificates dated as of a date prior to the Effective Time representing outstanding shares of Old Common Stock shall, after the Effective Time, represent a number of shares equal to the same number of shares of New Common Stock as is reflected on the face of such certificates, divided by three hundred (300) and rounded up to the nearest whole number. The Corporation shall not be obligated to issue new certificates evidencing the shares of New Common Stock outstanding as a result of the Reverse Split unless and until the certificates evidencing the shares held by a holder prior to the Reverse Split are either delivered to the Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates.”
2. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: greater than 50%
| 3. | Effective date of filing: July 12, 2017 |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of June 20, 2017.
| By: | /s/ Seong Sam Cho | ||
| Name: | Seong Sam Cho | ||
| Title: | Chief Executive Officer |