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): April 28, 2017

 

One Horizon Group, Inc.

 

 (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

 

Delaware     000-10822    46-3561419

(STATE OR OTHER

JURISDICTION OF

INCORPORATION OR ORGANIZATION)

  (COMMISSION FILE NO.)  

(IRS EMPLOYEE

IDENTIFICATION NO.)

 

T1-017 Tierney Building, University of Limerick, Limerick, Ireland .

 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

 

+353-61-518477

 (ISSUER TELEPHONE NUMBER)

 

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 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On April 19, 2017, in connection with a special meeting of the shareholders of One Horizon Group, Inc. (the “Company”) which authorized the Board of Directors to effect a six-to-one reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding common stock, par value $0.0001 per share, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Amendment”) to the Certificate of Incorporation of the Company to effect the Reverse Stock Split, which became effective on April 28, 2017.

 

A copy of the Amendment is attached hereto as Exhibit 3.1

 

Item 8.01 Other Events.

 

On April 26, 2017, the Company received a decision letter from The Nasdaq Stock Market LLC (“ Nasdaq ”) granting its request for continued listing, subject to the Company effecting a reverse stock split on or before May 15, 2017, and evidencing a closing bid price of $1.00 or more for a minimum of ten prior consecutive trading days.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

3.1 Certificate of Amendment of Certificate of Incorporation dated April 19, 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.

 

  ONE HORIZON GROUP, INC.
     
Date: April 28, 2017 By: /s/ Brian Collins
    Brian Collins
    Chief Executive Office and President

 

 

 

 

Exhibit 3.1

 

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

 

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

 

FIRST : That at a meeting of the Board of Directors of One Horizon Group, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

 

RESOLVED , that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “ Four ” so that, as amended, said Article shall be and read as follows:

 

see article attached

 

SECOND : That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

 

THIRD : That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF , said corporation has caused this certificate to be signed this 19 th day of April , 2 017.

 

  By:

/s/ Brian Collins

    Authorized Officer
     
  Title: Chief Executive Officer
     
  Name: Brian Collins
    Print or Type

 

 

 

 

CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF INCORPORATION OF
ONE HORIZON GROUP, INC.

 

One Horizon Group, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ Corporation ”), does hereby certify:

 

First: The Board of Directors of the Corporation (the “ Board ”), acting by Unanimous Written Consent in accordance with Section 141(f) of the General Corporation Law of the State of Delaware, adopted a resolution authorizing the Corporation to effect a  six to one  reverse split of the Common Stock, par value $0.0001, whereby every six issued and outstanding shares of the Corporation’s Common Stock (including each share of treasury stock), shall automatically and without any action on the part of the holder thereof be combined into one (1) fully paid and nonassessable share of Common Stock of the Corporation (the “ Common Stock ”) and to file this Certificate of Amendment:

 

Article 4 of the Certificate of Incorporation of the Corporation is hereby amended to include the following:

 

“On April 14, 2017, at a special meeting of the Corporation’s shareholders, a majority of the shareholders constituting a quorum, upon obtaining the Corporation’s Board of Directors’ approval on March 3, 2017, approved a 6 to 1 reverse stock split to be effective on April 28, 2017 or such other date to be determined by the Board of Directors (the “Split Effective Date”), each six shares of the corporation’s common stock issued and outstanding immediately prior to the Split Effective Date (the “Old Common Stock”) shall automatically reclassified and changed into one share without any action on part of the holder thereof, which the Corporation shall be authorized to issue immediately subsequent to the Split Effective Date (the “New Common Stock”). Each holder of a certificate or certificates which immediately prior to the Split Effective Date represented outstanding shares of Old Common Stock (the “Old Certificates”) shall, from and after the Split Effective Date, be entitled to receive upon surrender of such Old Certificates to the Corporation’s transfer agent for cancellation, a certificate or certificates (the “New Certificates”) representing the shares of New Common Stock into which the shares of Old Common Stock formerly represented by such Old Certificates so surrendered are reclassified under the terms hereof. No fractional shares of New Common Stock of the Corporation shall be issued. The Corporation shall not recognize on its stock record books any purported transfer of any fractional share of Common Stock of the Corporation. Instead, any fractional share shall be rounded to the next whole share. ”

 

Second: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

  

IN WITNESS WHEREOF,  said Corporation has caused this certificate to be signed by the undersigned on this 18 th day of April, 2017.

 

  /s/ Brian Collins
  Brian Collins
  Chief Executive Officer