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): March 21, 2016

 

 
American BriVision (Holding) Corporation
(Exact name of registrant as specified in its charter)

 

         
Nevada   333-91436   26-0014658
(State or other jurisdiction
of incorporation) 		  (Commission File Number)  

(IRS Employer

Identification No.)

 

11 Sawyers Peak Drive, Goshen, NY, 10924

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:  (845) 551-8728

 

 
METU BRANDS, 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)

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On March 21, 2016, the Board of Directors of American BriVision (Holding) Corporation (the “Company” or “we”, “us”) approved an amendment to Articles of Incorporation to effect a forward split at a ratio of 1 to 3:141 and increase the number of our authorized shares of common stock, par value $0.001 per share, to 360,000,000, which we expect to be effective on or after April 6, 2016. The amendment to Articles of Incorporation was approved by the majority of the shareholders of the Company.

 

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No. Description
   
   
4.1 Amendment to Article of Incorporation.

   

 

 

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.

  

     
  American BriVision (Holding) Corporation
     
Date: March 28, 2016 By: /s/  Eugene Jiang
    Eugene Jiang
    Chief Executive Officer and Chairman

 

Exhibit 4.1

 

 

CERTIFICATE OF AMENDMENT

TO ARTICLES OF INCORPORATION

FOR NEVADA PROFIT CORPORATIONS

(Pursuant to nrs 78.385 and 78.39)

 

 

The articles have been amended as follows:

 

Article IV.

 

The Corporation is authorized to issue two classes of stock. One class of stock shall be Common Stock, par value per share $0.001. The second class of stock shall be Preferred Stock, par value per share $0.001. The Preferred Stock, or any series thereof, shall have such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as shall be expressed in the resolution or resolutions providing for the issue of such stock adopted by the board of directors and may be made dependent upon facts ascertainable outside such resolution or resolutions of the board of directors, provided that the matter in which such facts shall operate upon such designations, preferences, rights and qualifications; limitations or restrictions of such class or series of stock is clearly and expressly set forth in the resolution or resolutions providing for the issuance of such stock by the board of directors.

 

 The total number of shares of stock of each class which the Corporation shall have authority to issue and the par value of each share of each class of stock are as follows:

 

Class   Par Value   Authorized Shares  
Common   $ 0.001     360,000,000  
Preferred   $ 0.001     20,000,000  
Total:           380,000,000  

 

 

Stock Split : Upon the filing and effectiveness (the “Effective Time”) pursuant to the NRS 78.385 and 78.390 of this certificate of amendment to Articles of Incorporation of the Corporation, one ( 1 ) shares of the Corporation’s common stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time shall be converted into three point one four one (3.141) validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Forward Stock Split”). No certificates representing fractional shares of common stock shall be issued in connection with the Forward Stock Split. Stockholders who would otherwise be entitled to receive fractional share interests of Common Stock shall instead have those fractional shares be rounded up to the nearest whole share. Each certificate that immediately prior to the Effective Time represented shares of common stock (“Old Certificates”), shall thereafter represent that number of shares of common stock into which the shares of common stock represented by the Old Certificate shall have been combined, subject to the rounding up of fractional share interests as described above.