Current Report Filing (8-k)
April 02 2019 - 6:08AM
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):
March
29, 2019
FRANCHISE
HOLDINGS INTERNATIONAL, INC.
(Exact
Name of Registrant as Specified in its Charter)
Nevada
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000-27631
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65-0782227
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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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3120
Rutherford Road
Suite
414
Vaughan,
Ontario, Canada L4K 0B2
(Address
of principal executive offices)
888-554-8789
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or former address if changed from 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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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
On
March 29, 2019, FINRA declared effective the 1 for 6 reverse split of the common stock of Franchise Holdings International, Inc.
As previously disclosed in the Company’s Schedule 14C filed on March 8, 2019 (the “Pre 14C”), the Board of Directors
authorized the submission of a Certificate of Change/Amendment to the Nevada Secretary of State in which the Company sought to
affect a reverse split of its common stock at the rate of 1 for 6 for the purpose of increasing the per share price for the Company’s
stock in an effort to meet the minimum listing requirements of the Canadian Stock Exchange (“CSE”). The Certificate
of Change was submitted to the Nevada Secretary of State on March 20, 2019 and the FINRA corporate action was filed on March 21,
2019. FINRA declared the 1 for 6 reverse stock split effective on March 29, 2019.
The
March 20, 2019 Certificate of Change is attached as Exhibit 10.01. The foregoing summary description of the March 20, 2019 Certificate
of Change does not purport to be complete and is qualified in its entirety by reference to the full text of the document which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
As
also previously disclosed in the Pre 14C, the Board of Directors authorized the amendment to the Company’s Series A Preferred
Stock Certificate of Designation, in order to allow Steven Rossi, Chief Executive Officer and majority control block holder of
the Company by virtue of his ownership of 1,000,000 shares of Series A preferred stock, to convert his control block of 1,000,000
shares of Series A preferred stock into a control block of 51% of the then issued and outstanding shares of common stock if required
to do so by the CSE. The Amendment to Company’s Series A Preferred Stock Certificate of Designation was filed with the Nevada
Secretary of State on March 20, 2019.
The
March 20, 2019 Amendment to the Certificate of Designation for Series A Preferred Stock is attached as Exhibit 10.02. The foregoing
summary description of the Amendment to the Certificate of Designation for Series A Preferred Stock does not purport to be complete
and is qualified in its entirety by reference to the full text of the document which is filed as Exhibit 10.2 to this Current
Report on Form 8-K and is incorporated herein by reference.
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.
April
1, 2019
Franchise
Holdings International, Inc.
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/S/
Steven Rossi
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By:
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Steven
Rossi
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Title:
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President
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