Washington, D.C. 20549




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 30, 2019



(Exact name of registrant as specified in its charter)


Nevada   000-53741   04-3053538

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification Number)


21218 Saint Andrews Blvd., Suite 323

Boca Raton, FL 33433

(Address of principal executive offices)


(561) 750-9777

(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:


[  ] 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))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
N/A   N/A   N/A


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 [  ]


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. [  ]






Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On July 26, 2019, Directview Holdings, Inc., a Nevada corporation (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation (the “Charter Amendment”) for a 1-for-500 reverse stock split of the Company’s common stock (the “Reverse Split”). The Reverse Split will take effect on July 31, 2019 (the “Effective Date”) in accordance with the approval received from the Financial Industry Regulatory Authority (FINRA).


As previously disclosed in a Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission (the “SEC”) on June 28, 2019, the Reverse Split was approved by a majority stockholder on June 18, 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 51.4% of the total issued and outstanding shares of voting securities of the Company approving the granting of discretionary authority to the Board of the Directors of the Company, at any time or times for a period of 12 months after the date of the Written Consent, to adopt an amendment to the Company’s Articles of Incorporation, as amended, to effect a reverse stock split.


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.


Item 9.01 Financial Statements and Exhibits.


Exhibit Number   Description
3.1   Certificate of Amendment to Articles of Incorporation, filed July 26, 2019






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 thereunto duly authorized.


Date: July 30, 2019 /s/ Roger Ralston
  Name: Roger Ralston
  Title: Chief Executive Officer





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