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): June 25, 2018

Globe Photos, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware 000-55370 27-0746744
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

6445 South Tenaya Way, B-130

Las Vegas, Nevada 89113

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: 702-722-6113

 

Capital Art, 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 (17CFR 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   [X]

 

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.      [ ]

 

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SECTION 5 – Corporate Governance and Management

 

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

 

On June 6, 2018, we filed a Certificate of Merger with the Secretary of State of Delaware in order to effectuate a merger with our wholly-owned subsidiary, Globe Photos, Inc. Shareholder approval was not required pursuant to the Delaware General Corporation Law. As part of the merger, our board of directors authorized a change in our name to “Globe Photos, Inc.” and our Certificate of Incorporation has been amended to reflect this name change.

 

A copy of the Certificate of Merger is attached to this Current Report as Exhibit 3.1 and is incorporated by reference herein.

 

In connection with the name change, we have the following new CUSIP number: 379504 103. We have submitted the required information to FINRA and we were provided an effective date of June 25, 2018 for the name change and an effective date of June 29, 2018 for the new stock symbol. Our common stock will trade under the symbol "GBPT" that more resembles our new name.

 

SECTION 9 – Financial Statements and Exhibits

 

ITEM 9.01 Financial Statements and Exhibits

 

Exhibit No. Description
3.1 A copy of the Certificate of Merger, as corrected, is attached to this Current Report as Exhibit 3.1 and is incorporated by reference herein .

 

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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.

 

Globe Photos, Inc.

 

 

/s/ Stuart Scheinman

Stuart Scheinman
Chief Executive Officer

 

Date: June 28, 2018

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Stat e of Delaware

Secretary of S ta te

Division o f Corpora ti o n s Delivered 01: 10 PM 06/06/2018

FILED 01:10 PM 06/06/2018 

SR 2 0 18 5000121 - File Number 3856268

 

CERTIFICATE OF MERGER

 

MERGING

 

GLOBE PHOTOS, INC.

 

INTO

 

CAPITAL ART, INC.

 

(Pursuant to Section 253 of the

 

General Corporation Law of Delaware)

 

Capital Art, Inc., a corporation organized and existing under the laws of Delaware (the “Corporation”), does hereby certify:

 

FIRST: That the Corporation owns all of the outstanding shares of the only class of stock of Globe Photos, Inc., a Delaware corporation (“Merger Sub”).

 

SECOND: That the Corporation, pursuant to a unanimous written consent adopted by the Board of Directors of the Corporation, determined to merge said Merger Sub into itself (the “Merger”).

 

THIRD: That Merger Sub be merged with and into the Corporation and that, upon the effectiveness of the Merger, the Corporation shall be the surviving corporation and assume all of the liabilities and obligations of Merger Sub.

 

FOURTH: That the Certificate of the surviving corporation shall be its Certificate of Incorporation.

 

FIFTH: That this Certificate of Merger shall become effective upon filing with same with the Secretary of State of Delaware.

 

SIXTH: That, upon effectiveness of the Merger, Article I of the Certificate of Incorporation of the Corporation, as heretofore amended, shall be amended to read as follows:

 

“ARTICLE I

 

The name of the corporation is Global Photos, Inc.”

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by a duly authorized officer on this 22nd day of May, 2018.

 

CAPITAL ART, INC.

 

 

/s/ Stuart Scheinman

By: Stuart Scheinman

Its: CEO

 

   
 

 

Stat e of Delaware

Secretary of S ta te

Division o f Corpora ti o n s Delivered 01: 14 PM 06/12/2018

FILED 01:14 PM 06/12/2018 

SR 2 0 18 5 10 085 1 - File Number 3856268

 

STATE OF DELAWARE

CERTIFICATE OF CORRECTION

 

Global Photos, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY :

 

1. The name of the corporation is Global Photos, Inc.

 

2. That a Certificate of Merger was filed by the Secretary of State of Delaware on June 11, 2018 and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.

 

3. The inaccuracy or defect of said Certificate is: (must be specific)

The name of the Corporation upon effectiveness of the Merger was incorrectly stated.

 

4. Article Sixth of the Certificate is corrected to read as follows:

 

That, upon effectiveness of the Merger, Article I of the Certificate of Incorporation of the Corporation, as heretofore amended, shall be amended to read as follows:

 

“ARTICLE I

 

The name of the corporation is Globe Photos, Inc.”

 

 

IN WITNESS WHEREOF , said corporation has caused this Certificate of Correction this 11 day of June, A.D. 2018.

 

By: /s/ Stuart Scheinman

Name: Stuart Scheinman

Title: Co-CEO