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 26, 2018
BOXSCORE BRANDS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 333-165972 | 22-3956444 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
|
1080 N. Batavia Street, Suite A Orange, California |
92867 | |||
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (855) 558-8363
|
U-Vend,
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:
☐
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 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. ☐
CURRENT
REPORT ON FORM 8-K
BoxScore Brands, Inc.
February 26, 2018
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 26, 2018, pursuant to prior approvals by our board of directors and stockholders owning in excess of a majority of the voting power of our outstanding shares, we filed a Certificate of Amendment of the Certificate of Incorporation. The Certificate of Amendment changed our corporate name to BoxScore Brands, Inc. from U-Vend Inc. to better reflect the nature of our expanded current business operations.
On March 1, 2018, our shares of common stock will begin trading under the new symbol BOXS on the OTCQB Venture Market.
The Certificate of Amendment of the Certificate of Incorporation is filed as Exhibit 3.1 to this current report and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(a)
Exhibits . The exhibit listed in the following Exhibit Index is filed as part of this current report.
| Exhibit No. | Description |
| 3.1 | Certificate of Amendment of the Certificate of Incorporation filed with the Delaware Secretary of State on February 26, 2018. |
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.
| BOXSCORE BRANDS, INC. | ||
| Date: March 1, 2018 | By: |
/s/ David E. Graber |
| David E. Graber | ||
| Chief Executive Officer | ||
Exhibit 3.1
|
State of Delaware Secretary of State Division of Corporations Delivered 12:13 p.m. 02/26/2018 Filed 12:13 p.m. 02/26/2018 SR 20181353018 - File Number 4324016 |
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
U-VEND INC.
(a Delaware corporation)
The undersigned, David E. Graber, hereby certifies that:
1.
He is the President and Chief Executive Officer of U-Vend Inc. (the “Corporation”), a Delaware corporation, and is duly authorized by the resolutions adopted and approved by unanimous written consent of the Board of Directors of the Corporation to execute this instrument.
2.
This Certificate of Amendment of the Certificate of Incorporation of the Corporation was duly approved by the Corporation’s Board of Directors by unanimous written consent on November 16, 2017, and duly adopted by stockholders of the Corporation holding a majority of the outstanding shares of common stock of the Corporation by written consent on November 20, 2017, in accordance with the applicable provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
3.
Article 1 – NAME of the Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows:
“ Article 1 – NAME . The name of this Corporation is BoxScore Brands, Inc. ”
4.
This Amendment to the Certificate of Incorporation of the Corporation has been duly executed in accordance with Section 103 of the General Corporation Law of the State of Delaware.
5.
This Amendment to the Certificate of Incorporation of the Corporation shall be effective upon filing.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Certificate of Incorporation to be executed this 26 th day of December 2017.
| U-VEND INC. | |||
| By: | /s/ David E. Graber | ||
| Name: | David E. Graber | ||
| Title: |
President and Chief Executive Officer
|
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