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): December 31, 2015
(Exact Name of Registrant as Specified
in Charter)
Delaware |
000-54867 |
80-0671280 |
(State or Other Jurisdiction of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
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Polo Plaza, 3790 Via De La
Valle, #116E
Del Mar, CA 92014 |
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(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: |
(858)-577-0500 |
LIFEAPPS DIGITAL MEDIA INC. |
(Former Name of 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. |
We previously announced
in a Form 8-K dated October 26, 2015, that the Board of Directors of LifeApps Digital Media Inc. (the “Company”) resolved,
and the majority stockholders of the Company voted, to authorize an amendment to our Amended and Restated Certificate of Incorporation
(the “Charter Amendment”) to, among other things, (i) change our name from LifeApps Digital Media Inc. to LifeApps
Brands Inc. (the “Name Change”) and (ii) to reduce the number of outstanding shares of our common stock by means of
one-for-fifteen (1:15) reverse stock split (the “Reverse Stock Split”). The Charter Amendment also implemented an increase
in the Company’s authorized capital stock from 310,000,000 shares (300,000,000 shares of common stock, par value $0.001 per
share, and 10,000,000 shares of “blank check” preferred stock, par value $0.001 per share) to 510,000,000 shares (500,000,000
shares of common stock, par value $0.001 per share, and 10,000,000 shares of “blank check” preferred stock, par value
$0.001 per share) (the “Authorized Capital Increase”).
The Company filed
the Charter Amendment with the Secretary of State of the State of Delaware on December 31, 2015 to effect the Name Change, the
Reverse Stock Split and the Authorized Capital Increase. The Charter Amendment is filed as Exhibit 3.1 hereto and incorporated
herein by reference.
FINRA advised the
Company on January 6, 2016 that the Reverse Stock Split and the Name Change will take effect on the over-the-counter market at
the open of business on January 7, 2016 (the “Effective Date”). At the open of trading on the Effective Date, the Company’s
common stock has started trading on a post-reverse stock split basis.
Item 9.01 | | Financial Statements and Exhibits |
(d) Exhibits
Exhibit No. |
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Exhibit Description |
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3.1 |
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Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant |
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.
Dated: January 7, 2016 |
By: |
/s/ Robert Gayman |
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Name: Robert Gayman |
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Title: President |
EXHIBIT 3.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
LifeApps Digital Media Inc.
The undersigned corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That by unanimous written consent
of the Board of Directors of LifeApps Digital Media Inc., in lieu of a meeting, in accordance with Section 141 of the General Corporation
Law of the State of Delaware, resolutions were duly adopted setting forth proposed amendments of the Amended and Restated Certificate
of Incorporation (the “Certificate of Incorporation”) of said corporation, declaring said amendments to be advisable
and calling for the stockholders of said corporation to approve said amendments by written consent in accordance with 228 of the
General Corporation Law of the State of Delaware. The resolutions setting forth the proposed amendments are as follows:
RESOLVED, that the Certificate
of Incorporation of the Corporation be amended by changing Article First thereof so that, as amended, said Article shall be and
read as follows:
FIRST: The name of the corporation is LifeApps Brands
Inc.
and further,
RESOLVED, that the Certificate
of Incorporation of the Corporation be amended by changing Article Fourth thereof so that, as amended, said Article shall be and
read as follows:
FOURTH: The Corporation is authorized
to issue two classes of stock to be designated, respectively, Common Stock, par value $0.001 per share (“Common Stock”)
and Preferred Stock, par value $0.001 per share (“Preferred Stock”). The total number of shares of Common Stock that
the Corporation shall have authority to issue is five hundred million (500,000,000). The total number of shares of Preferred Stock
that the Corporation shall have authority to issue is ten million (10,000,000).
The Board of Directors of the Corporation
is hereby granted the power to authorize by resolution, duly adopted from time to time, the issuance of any or all of the preferred
stock in any number of classes or series within such classes and to set all terms of such preferred stock of any class or series,
including, without limitation, its powers, preferences, rights, privileges, qualifications, restrictions and/or limitations. The
powers, preference, rights, privileges, qualifications, restrictions and limitations of each class or series of the preferred stock,
if any, may differ from those of any and all other classes or other series at any time outstanding. Any shares of any one series
of preferred stock shall be identical in all respects with all other shares of such series, except that shares of any one series
issued at different times may differ as to the dates from which dividends thereof shall be cumulative.
Reverse Stock Split. As determined
by the Board of Directors of the Corporation, in the exercise of its sole discretion, a split ratio of fifteen (15) of the issued
and outstanding shares of Common Stock as of the time the certificate containing this amendment becomes effective (the ‘‘Split
Effective Time’’), shall be combined and converted (the “Reverse Split”) automatically, without further
action, into one (1) fully paid and non-assessable share of Common Stock. In lieu of any fractional shares to which a holder would
otherwise be entitled, the Corporation, at its discretion, shall either: (a) pay cash equal to the product of such fraction multiplied
by the fair market value of one share of Common Stock, as of the Split Effective Time or (b) issue a scrip or warrant in registered
form to purchase our Common Stock which shall enable the holder thereof to receive a full share upon the surrender of such scrip
or warrant aggregating a full share; Each holder of record of a certificate which immediately prior to the Split Effective Time
represents outstanding shares of Common Stock (an ‘‘Old Certificate’’) shall be entitled to receive upon
surrender of such Old Certificate to the Corporation’s transfer agent for cancellation, a certificate (a ‘‘New
Certificate’) representing the number of whole shares of Common Stock into and for which the shares formerly represented
by such Old Certificate so surrendered are combined and converted. From and after the Split Effective Time, Old Certificates shall
represent only the right to receive New Certificates as aforesaid and, to the extent the Corporation so elects, cash pursuant to
the provisions hereof. The amount of capital represented by the shares of Common Stock outstanding in the aggregate immediately
after the Split Effective Time shall be adjusted from the capital account of the Common Stock to the additional paid in capital
account for each share of Common Stock fewer outstanding immediately following the Reverse Split than immediately prior to the
Reverse Split, such transfer to be made at the Split Effective Time.
SECOND: That thereafter, pursuant to
resolution of its Board of Directors, stockholders of said corporation holding the necessary number of shares as required by statute
consented to the said amendments in writing, in lieu of a meeting, in accordance with Section 228 of the General Corporation Law
of the State of Delaware.
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.
FOURTH: That the effective date of this Certificate of Amendment
to the Amended and Restated Certificate of Incorporation shall be December 31, 2015.
IN WITNESS WHEREOF, said corporation
has caused this certificate to be signed this 29th day of December, 2015.
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LifeApps Digital Media Inc. |
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By: |
/s/ Robert Gayman |
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Name: Robert Gayman |
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Title: President and Chief Executive Officer |
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