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 29, 2020
Grow
Capital, Inc.
(Exact name of Registrant as specified in its charter)
|
Nevada
|
000-53548
|
86-0970023
|
|
(State or other Jurisdiction of Incorporation or organization)
|
(Commission File Number)
|
(IRS
Employer I.D. No.)
|
2485 Village View Drive, Suite 180
Henderson, NV 89074
Phone:
(702) 830-7919
(Address, including zip code, and telephone number, including area
code, of
registrant’s principal executive offices)
N/A
(Former name, former address and former fiscal year, 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 (see General Instruction A.2.
below):
☐Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐Soliciting
material pursuant to Rule l 4a- l 2 under the Exchange Act ( 17 CFR
240. l 4a- l 2)
☐Pre-commencement
communications pursuant to Rule l 4d-2(b) under the Exchange Act
(17 CFR 240. l 4d-2(b))
☐Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240. l 3e-4(c))
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
As previously reported in the Company’s quarterly report on Form
10-Q for the quarter ended March 31, 2020, and in the Company’s
Schedule 14C information statement filed on June 9, 2020, on May
13, 2020, the Company’s board of directors, and effective May 18,
2020, the holders of the Company’s outstanding capital stock having
a majority of the voting power as of May 15, 2020, respectively,
adopted the following resolutions:
·A one
for twenty reverse stock split of the Company’s issued and
outstanding shares of Common Stock with all fractional shares
resulting therefrom being rounded up to the next whole number, with
payment in cash to stockholders who are left with no more than a
fractional share on the basis of $0.05 per share of existing Common
Stock, and without affecting the number of the Company’s authorized
shares (the “Reverse Stock Split”); and
·The
filing of an Amendment to the Company’s Articles of Incorporation,
as amended, to effect the Reverse Stock Split.
A copy of the Amendment to the Company’s Articles of Incorporation
to effect the Reverse Stock Split is filed as Exhibit 3.1 to this
report.
Item 8.01 Other Events
On
July 29, 2020, FINRA announced in its Daily List that the reverse
stock split described above under Item 5.03 will take effect at the
open of the market on July 30, 2020. A "D" will be placed on the
Grow Capital, Inc. ticker symbol, GRWC, for 20 business days to
alert the public of the split. Following the expiration of
the 20 business days, the trading symbol for the Company’s common
stock will revert “GRWC.” The new CUSIP number for the Company’s
common stock following the reverse stock split will be 399818
202.
The
Company’s transfer agent will manage the exchange of the pre-split
shares for new, post-split shares. The Company’s Transfer
Agent is:
Colonial Stock Transfer
66 Exchange Place, Ste 100
Salt Lake City, UT 84111
Phone: (801) 355-5740
Fax (801) 355-6505
The
Company issued a press release announcing the effectiveness of the
reverse stock split, a copy of which is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits.
SIGNATURE PAGE
Pursuant to the requirement 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.
Grow Capital, Inc.
By: /s/ Terry
Kennedy
Terry Kennedy
Chief Executive Officer
Dated: July 29, 2020
