Current Report Filing (8-k)
July 22 2019 - 12:22PM
Edgar (US Regulatory)
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):
July 16, 2019
DISCOVERY
GOLD CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
Nevada
(State
or other jurisdiction of incorporation or organization)
|
Commission
File Number
000-54709
|
27-2616571
(I.R.S.
Employer
Identification
Number)
|
1000
2
nd
Avenue, Suite 3900, Seattle, WA 98104
(Address
of Principal Executive Offices and Zip Code)
(425)
830-1192
(Issuer's
telephone number)
2255
Sheridan Boulevard, Unite C-208 Edgewater, Colorado 80214
(Former
Name or 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:
¨
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))
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company
☒
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.
☒
Section
5 - Corporate Governance and Management
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a)(1)
On July 16, 2019, the Board of Directors met and unanimously approved a resolution recommending an amendment to the Registrant’s
articles of incorporation to change the name of the Registrant to GRN Holdings Corporation, and to file a Corporate Action Notification
Form with FINRA to formally change the Registrant’s name and trading symbol. The Board of Directors thereafter called for
and convened a special meeting of the stockholders. On July 16, 2019, stockholders beneficially owning a majority of the shares
eligible to vote consented to the amendment of the Registrant’s articles of incorporation to change its name to GRN Holdings
Corporation, and authorized the filing of a Corporate Action Notification Form with FINRA to formally change the Registrant’s
name and trading symbol.
As of
the date of this filing, the Registrant has not filed either a formal amendment to its articles with the Nevada Secretary of State,
or a Corporate Action Notification Form with FINRA. After the Registrant submits the formal amendment of its articles of incorporation
to the Nevada Secretary of State, the Registrant will amend this Form 8-K to include file a complete copy of the articles as amended,
in compliance with 17 CFR 229.601(b)(3).
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 July 22, 2019
DISCOVERY GOLD CORPORATION
By:
/s/
Justin Costello
Justin Costello
Chief Executive Officer
(Principal Executive Officer)