Current Report Filing (8-k)
May 28 2019 - 5:01PM
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):
May 22, 2019
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DAIS CORPORATION
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(Exact Name of Registrant as Specified in Charter)
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New York
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000-53554
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14-1760865
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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11552 Prosperous Drive
Odessa, FL 33556
(Address of Principal Executive Offices) (Zip Code)
(727) 375-8484
(Registrant’s telephone number, including area code)
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:
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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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Increase in Authorized Shares of Common Stock
On May 22, 2019, Dais Corporation (the “Company”) received from the Secretary of State of the State of New York confirmation of the effective filing of the Company’s Certificate of Amendment to its Certificate of Incorporation (the “Charter Amendment”), increasing the number of shares of Common Stock the Company is authorized to issue from 340,000,000 shares to 1,100,000,000 shares (the “Increase in Authorized Shares”).
The above description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the Charter Amendment, which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K.
As previously disclosed in a Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on April 10, 2019, the Increase in Authorized Shares was approved by our stockholders on March 14, 2019. On that date, the Company received written consent in lieu of a meeting of Stockholders (the “Written Consent”) from holders of shares of voting securities representing approximately 51% of the total issued and outstanding shares of voting securities of the Company authorizing the Board of Directors of the Company to adopt an amendment to the Company’s Certificate of Incorporation, as amended, to effect the Increase in Authorized Shares.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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*
filed herewith
SIGNATURES
Pursuant to the requirements of the Securities and 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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DAIS CORPORATION
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Dated: May 28, 2019
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By:
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/s/ Timothy N. Tangredi
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Name:
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Timothy N. Tangredi
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Title:
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Chief Executive Officer
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