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):
January
19, 2017
Probility
Media Corporation
(Exact Name of Registrant as Specified in
its Charter)
______________________________________________________________________________
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Nevada
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000-55074
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33-1221758
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(State of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1517 San Jacinto Street, Houston, Texas
77002
(Address of principal executive offices)
Registrant’s telephone number, including
area code:
(713) 652-3937
Panther Biotechnology 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))
Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
On January 19, 2017,
Panther Biotechnology, Inc. (“
we
”, “
us
” and the “
Company
”), filed a Certificate
of Amendment with the Secretary of State of Nevada to change its name to Probility Media Corporation (the “
Name Change
”),
which amendment was previously approved by the Board of Directors of the Company on November 28, 2016, and the majority shareholders
of the Company on December 2, 2016, as described in the Definitive Schedule 14C Information Statement we filed with the Securities
and Exchange Commission on January 9, 2017. On January 20, 2017, we filed a Certificate of Correction to that Certificate of Amendment
to clarify that the Name Change would be effective February 1, 2017 at 9:00 a.m.
In connection with
the Financial Industry Regulatory Authority’s (“
FINRA
”) Rule 6490 and Rule 10b-17 of the United States
Securities Exchange Act of 1934, as amended, we submitted an issuer company-related action notification form to FINRA notifying
FINRA of the Name Change and FINRA has confirmed that it will process the Name Change, effective at the open of business on February
10, 2017. In connection with the Name Change our CUSIP No. changed to 74274K109. There was no change in our trading symbol on the
OTCQB market, in connection with the Name Change, and such symbol will remain “
PBYA
”.
A copy of the Certificate
of Amendment and Certificate of Correction are filed herewith as
Exhibits 3.1
and
3.2
, respectively.
Item 7.01.
Regulation FD Disclosure
On February 10, 2017,
the Company will issue a press release disclosing the Name Change. A copy of which is furnished as
Exhibit 99.1
hereto.
The information responsive
to Item 7.01 of this Form 8-K and
Exhibit 99.1
attached hereto, shall not be deemed “
filed
”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”) or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. The furnishing
of this Report is not intended to constitute a determination by the Company that the information is material or that the dissemination
of the information is required by Regulation FD.
Item 9.01 Financial Statements and Exhibits.
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Exhibit
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Number
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Description of Exhibit
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Filing
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3.1
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Certificate of Amendment to Certificate of Incorporation, changing the Company’s name to “
Probility Media Corporation
”, Filed with the Secretary of State of Nevada on January 19, 2017
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Filed herewith.
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3.2
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Certificate of Correction to Certificate of Amendment, Filed with the Secretary of State of Nevada on January 20, 2017
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Filed herewith.
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99.1
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Press Release Dated February 10, 2017
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Furnished herewith.
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SIGNATURE
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.
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Probility Media Corporation
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Date: February 10, 2017
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By:
/s/ Evan M. Levine
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Evan M. Levine,
Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
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Number
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Description of Exhibit
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Filing
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3.1
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Certificate of Amendment to Certificate of Incorporation, changing the Company’s name to “
Probility Media Corporation
”, Filed with the Secretary of State of Nevada on January 19, 2017
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Filed herewith.
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3.2
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Certificate of Correction to Certificate of Amendment, Filed with the Secretary of State of Nevada on January 20, 2017
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Filed herewith.
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99.1
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Press Release Dated February 10, 2017
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Furnished herewith.
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Exhibit 3.1
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
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Filed in the office of
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Document Number
20170023315-54
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Certificate of Amendment
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/s/ Barbara K. Cegavske
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Filing Date and Time
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(PURSUANT TO NRS 78.385 and
78.390)
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Barbara K. Cegavske
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01/19/2017 7:43 AM
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Secretary of State
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Entity Number
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State of Nevada
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E0387782011-5
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Certificate
of Amendment to Articles of Incorporation
For Nevada
Profit Corporations
(Pursuant to NRS
78.385 and 78.390 - After Issuance of Stock)
1. Name of Corporation:
PANTHER BIOTECHNOLOGY, INC.
2. The articles have been amended as follows:
The name of the Corporation shall be Probility Media Corporation
3. The vote by which the stockholders holding shares
in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the
voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the
articles of incorporation* have voted in favor of the amendment is: 54.7%
4. Effective date and time
of filing: Date:
01/25/2017 Time: 9:00 AM
5. Signature:
/s/ Steven M. Plumb
Signature of Officer
* If any proposed amendment would
alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment
must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a
majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the
voting power thereof.
Exhibit 3.2
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
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Filed in the office of
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Document Number
20170026989-54
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Certificate of Correction
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/s/ Barbara K. Cegavske
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Filing Date and Time
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(PURSUANT TO NRS CHAPTERS 78,
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Barbara K. Cegavske
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01/20/2017 11:13 AM
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78A, 80, 81, 82, 84, 86, 87, 87A, 88,
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Secretary of State
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Entity Number
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88A,
89 AND 92A)
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State of Nevada
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E0387782011-5
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Certificate
of Correction
(Pursuant to NRS
Chapters 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A, 89 and 92A)
1. Name of the entity for which correction is being made:
PROBILITY MEDIA CORPORATION [E0387782011-5]
2. Description of the original document for which
correction is being made:
Certificate of Amendment (Document Number: 20170023315-54)
3. Filing date of the original document for which
correction is being made: [01-19-2017]
4. Description of the inaccuracy or defect:
The effective date and time of filing of the Certificate
of Amendment included an error.
5. Correction of the inaccuracy or defect:
4. Effective date and time of filing to the Certificate of
Amendment should read:
“4. Effective date and time of filing (optional)
Date: February 1, 2017 - Time: 9:00 A.M.”
6. Signature:
/s/ Steven M. Plumb
Chief
Financial Officer 1/19/16
Authorized Signature
Title * Date
Exhibit 99.1
Panther
Biotechnology Inc. Announces Name Change to ProBility Media Corp.
HOUSTON, TX--(Feb 10, 2017) - Panther Biotechnology Inc. (OTCQB
: PBYA) has received clearance from FINRA to change its name to ProBility Media Corp. (ProBility). The name change follows the
recent acquisition of Brown Technical Media Corp. In addition to the name change, the Company has unveiled a new corporate identity
and website, available at www.probilitymedia.com.
ProBility Media Corp. is an e-commerce company building the
first full service training and career advancement brand for the skilled trades. Through its divisions Brown Technical Media Corp.,
Brown Technical Publications Inc., Brown Book Shop, Inc., National Electric Wholesale Providers, LLC and One Exam Prep, LLC, ProBility
is in the process of executing a disruptive strategy of defragmenting the skilled trades training market place by offering high
quality training courses and materials and preparing the workforce for excellence. ProBility services customers from the tradesman,
to the small business, to the enterprise level corporation.
"From the inception of the acquisition of Brown Technical
Media Corp. on November 8, 2016, ProBility has successfully achieved milestone after milestone and is rapidly building the Company
into a formidable juggernaut in the vocational e-learning and training space," stated Evan Levine, Chief Executive Officer
of ProBility. “We look forward to continuing to reward our shareholders with additional accomplishments.”
"Our recent acquisitions, new product offerings and the
launching of multiple micro websites has created new dynamic revenue streams,” stated Noah Davis, President and Chief Operating
Officer of ProBility. “The Company will continue to seek accretive and exciting business opportunities and looks forward
to communicating these achievements to shareholders as they come to fruition.”
ProBility is in the process of either divesting or attempting
to monetize all non-core assets.
About ProBility Media Corp.
ProBility is disrupting the technical vocations training and certification industry by building the first full service training
and career advancement brand in the technical fields. Probility is a leading online provider of compliance, career advancement
and training content for tradesman and technical experts in a wide variety of professions. Probility's mission is to disrupt and
defragment the many disparate companies in the eLearning, standards and codes market place. Probility is changing the landscape
for small and medium size businesses by providing consistent, high quality training materials usually only available to enterprise
level companies. ProBility’s strategy is to both grow its current revenue base organically while concurrently acquiring synergistic
companies in the multiple industries that ProBility is currently servicing.
Safe Harbor Statement and Disclaimer
This news release includes “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. Forward-looking statements provide our current expectations, opinion, belief or forecasts of future events and
performance. A statement identified by the use of forward-looking words including “may,” “expects,” “projects,”
“anticipates,” “plans,” “believes,” “estimate,” “should,” and certain
of the other foregoing statements may be deemed forward-looking statements. Such statements are based upon assumptions that in
the future may prove not to have been accurate and are subject to significant risks and uncertainties. Such statements are subject
to a number of assumptions, risks and uncertainties, many of which are beyond the control of Probility. These risks and others
are included from time to time in documents we file with the Securities and Exchange Commission (“SEC”), including
but not limited to, our Form 10-Ks, Form 10-Qs and Form 8-Ks. Other unknown or unpredictable factors also could have material adverse
effects on our future results. Accordingly, you should not place undue reliance on these forward-looking statements. Although Probility
believes that the expectations reflected in such forward-looking statements are reasonable, these statements involve risks and
uncertainties that may cause actual future activities and results to be materially different from those suggested or described
in this news release. Investors are cautioned that any forward-looking statements are not guarantees of future performance and
actual results or developments may differ materially from those projected. The forward-looking statements in this press release
are made as of the date hereof. Probility takes no obligation to update or correct its own forward-looking statements, except as
required by law, or those prepared by third parties that are not paid for by Probility. Probility’s SEC filings are available
at http://www.sec.gov.