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):
January 2, 2019
Skinvisible, Inc.
(Exact name of registrant as specified in its charter)
|
Nevada
|
000-25911
|
88-0344219
|
|
(State
or other jurisdiction of incorporation)
|
(Commission File
Number)
|
(I.R.S. Employer
Identification No.)
|
|
6320
South Sandhill Road Suite 10, Las Vegas, NV
|
89120
|
|
(Address of principal
executive offices)
|
(Zip Code)
|
Registrant’s
telephone number, including area code:
702-433-7154
|
___________________________________________________
(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 [ ]
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. [ ]
SECTION 3 – Securities and Trading Markets
Item 3.03 Material Modification of Rights of Security Holders
Our majority shareholders
and our board of directors approved an amendment to our Articles of Incorporation for the purpose of approving a reverse split
of one to fifty in which each shareholder will be issued one common share in exchange for every fifty common shares of their currently
issued common stock.
Prior to approval of
the reverse split we had a total of 144,830,920 issued and outstanding shares of common stock, par value $0.001. On the effective
date of the reverse split, we will have a total of 2,896,619 issued and outstanding shares of common stock, par value $0.001.
New stock certificates will be issued upon surrender of the shareholders’ old certificates.
A copy of the Certificate
of Change that was filed with the Nevada Secretary of State on December 13, 2018 is attached hereto as Exhibit 3.1 and is incorporated
by reference herein.
In connection with the
reverse split, we have the following new CUSIP number: 830703 203. We have submitted the required information to FINRA and received
an effective date of January 2, 2019. Our common stock will be quoted under the symbol “SKVID” for a period of 20 trading
days. After 20 trading days, our common stock will trade under the symbol “SKVI.”
SECTION 5 – Corporate Governance and Management
Item 5.03 Amendments to Articles
of Incorporation or Bylaws
The disclosures set forth in Item 3.03 are
incorporated by reference into this Item 5.03.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
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.
Skinvisible, Inc.
/s/
Terry Howlett
Terry Howlett
Chief Executive Officer Date:
January 2, 2019
BARBARA
K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
*090303*
USE BLACK INK ONLY - DO NOT HIGHLIGHT
Certificate
of Change Pursuant to NRS 78.209 For Nevada Profit Corporations
ABOVE SPACE IS FOR OFFICE USE ONLY
1.
Name of corporation:
Skinvisible, Inc.
2.
The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.
3.
The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:
200,000,000
shares of common stock, par value $0.001 per share
4.
The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:
200,000,000
shares of common stock, par value $0.001 per share
5.
The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share
of the same class or series:
1 share
will be issued for every 50 shares issued and outstanding
6. The
provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders
otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:
Fractional
shares will be rounded up to the nearest whole number
7. Effective
date and time of filing: (optional)
Date:
Time:
(must not be later than 90 days after the certificate is filed)
8. Signature:
(required)
|
X
/s/ Terry Howlett
|
|
Chief Executive Officer
|
|
Signature of Officer
|
|
Title
|
IMPORTANT:
Failure to include any of the above information and submit with the proper fees may cause
this filing to be rejected.
This form must be accompanied by appropriate fees.
Nevada
Secretary of State Stock Split