Current Report Filing (8-k)
June 22 2017 - 04:48PM
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 21, 2017
IEG
HOLDINGS CORPORATION
(Exact
name of registrant as specified in its charter)
Florida
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000-55463
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90-1069184
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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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6061
West Tropicana Ave., Suite E-13, Las Vegas, NV
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89103
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(702) 227-5626
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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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 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
June 21, 2017, IEG Holdings Corporation (the “Company”) filed Articles of Amendment to the amended and restated articles
of incorporation of the Company (the “Articles of Amendment Effecting the Reverse Split”) with the Secretary of State
of the State of Florida to effect as of 6:00 p.m., Eastern Time, on July 25, 2017 a one-for-one thousand reverse stock split (the
“Reverse Split”) of the Company’s common stock, par value $0.001 per share (“Common Stock”). In
accordance with the Articles of Amendment Effecting the Reverse Split, immediately prior to the Reverse Split on July 25, 2017,
the Company will pay in cash to those shareholders holding fewer than 1,000 shares of common stock, instead of issuing fractional
shares, an amount per share equal to the average closing price per share of the common stock on the OTCQB, averaged over the period
of 30 consecutive calendar days ending on the trading day prior to July 25, 2017, without interest. The foregoing description
is subject to, and qualified in its entirety by the Articles of Amendment Effecting the Reverse Split attached as Exhibit 3.1
hereto and incorporated herein by reference.
On
June 21, 2017, the Company filed Articles of Amendment to the amended and restated articles of incorporation of the Company (the
“Articles of Amendment Effecting the Forward Split”) with the Secretary of State of the State of Florida to effect
as of 6:01 p.m., Eastern Time, July 25, 2017 a one thousand-for-one forward stock split of the Common Stock (the “Forward
Split”). The foregoing description is subject to, and qualified in its entirety by the Articles of Amendment Effecting the
Forward Split attached as Exhibit 3.2 hereto and incorporated herein by reference.
The
Reverse Split and Forward Split had both been approved by the Company’s Board of Directors and the holder of a majority
of the voting power of the issued and outstanding capital stock of the Company, as required, on June 14, 2017.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
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Description
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3.1
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Articles
of Amendment of IEG Holdings Corporation (Effecting the Reverse Split), filed with the Secretary of State of the State of
Florida on June 21, 2017.
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3.2
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Articles
of Amendment of IEG Holdings Corporation (Effecting the Forward Split), filed with the Secretary of State of the State of
Florida on June 21, 2017.
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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.
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IEG
HOLDINGS CORPORATION
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Date:
June 22, 2017
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By:
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/s/
Paul Mathieson
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Name:
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Paul
Mathieson
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Title:
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President
and Chief Executive Officer
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