Current Report Filing (8-k)
June 14 2017 - 7:53AM
Edgar (US Regulatory)
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)
June 13, 2017 (June 12, 2017)
(Exact name of registrant as specified in
its charter)
Nevada
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333-201365
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30-0803939
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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Wisma Ho Wah Genting, No. 35
Jalan Maharajalela, 50150
Kuala Lumpur, Malaysia
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(Address of principal executive offices)
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Registrant’s telephone number, including area code:
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603.2143.2889
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(Former name or former address, if changed since last report.)
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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))
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws;
Changes in Fiscal Year.
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On June 12, 2017, we filed a Certificate
of Amendment to our Articles of Incorporation with the Nevada Secretary of State to effect a 1:100 reverse stock split (the “Reverse
Split”). The effective date of the Reverse Split will be June 15, 2017 (the “Effective Date”). On the Effective
Date, every 100 outstanding shares of our common stock shall, without further action by us or the holders thereof, become one share
of common stock. No fractional shares shall be issued in connection with the Reverse Split. A stockholder who would otherwise be
entitled to receive a fractional share will be entitled to receive one whole share. As of the Effective Date, our authorized shares
of capital stock shall be reduced in proportion to the Reverse Split ratio. Accordingly, our 7,000,000,000 shares of authorized
common stock prior to the Effective Date shall become 70,000,000 shares of authorized common stock on the Effective Date, and our
100,000,000 shares of authorized preferred stock prior to the Effective Date shall become 1,000,000 shares of authorized preferred
stock on the Effective Date. Additionally, as part of the Reverse Split, the par value of both our common stock and our preferred
stock has been increased from $0.000001 per share to $0.0001 per share, as reflected in the Certificate of Amendment. Under Nevada
law, the Reverse Split and corresponding reduction in authorized common stock and preferred stock, and increase in par value of
both classes of our stock, did not require shareholder approval.
On June 13, 2017 we received approval
from the Financial Industry Regulatory Authority (“FINRA”) to effectuate the Reverse Split at the open of business
on June 15, 2017. At such time, our trading symbol will temporarily change to “VXELD.” The added “D” will
remain for 20 business days after which our trading symbol will revert back to “VXEL.” When the reverse stock split
becomes effective, every one hundred shares of our pre-split issued and outstanding common stock, par value 0.00001 per share,
shall be automatically converted into one post-split share of our common stock, par value 0.0001 per share, and with a corresponding
reduction of the number of shares of common stock we are authorized to issue and increase in par value. All fractional shares
which would otherwise result from the reverse stock split will be rounded up. The new CUSIP number for our common stock following
effectiveness of the reverse stock split will be 92849Y206. Immediately prior to the reverse stock split we will have 5,408,754,000
common shares issued and outstanding and we will have approximately 54,087,540 common shares issued and outstanding immediately
after the reverse stock split. Following effectiveness of the Reverse Split, the price of the Company’s common stock in
the market should increase, initially, to reflect an adjustment for the Reverse Split ratio.
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Item 9.01
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Financial Statements and Exhibits.
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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.
Date: June 13, 2017
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VITAXEL GROUP LIMITED
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By:
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/s/ Leong Yee Ming
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Leong Yee Ming
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Chief Executive Officer
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