Current Report Filing (8-k)
July 30 2019 - 05:01PM
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):
July 30, 2019
DIRECTVIEW
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-53741
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04-3053538
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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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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:
[ ]
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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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Securities
registered pursuant to Section 12(b) of the Act:
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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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.
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 thereunto duly authorized.
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DIRECTVIEW
HOLDINGS, INC.
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Date:
July 30, 2019
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/s/
Roger Ralston
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Name:
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Roger
Ralston
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Title:
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Chief
Executive Officer
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