Current Report Filing (8-k)
November 02 2015 - 3:45PM
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):
October 26, 2015
LIFEAPPS DIGITAL MEDIA INC.
(Exact name of registrant as specified in its
charter)
Delaware |
000-54867 |
80-0671280 |
(State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
of Incorporation) |
File Number) |
Identification Number) |
Polo Plaza, 3790 Via De La Valle, #116E, Del
Mar, CA 92014
(Address of principal executive offices, including
zip code)
(858) 577-0500
(Registrant’s telephone number, including
area code)
Not Applicable
(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 (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 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))
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year
On October 26, 2015, Our Board of Directors
adopted resolutions authorizing an amendment (the “Amendment”) to our Amended and Restated Certificate of Incorporation
to (i) change our name from LifeApps Digital Media Inc. to LifeApps Brands Inc. (the “Name Change”); (ii) to increase
our authorized capital from 310,000,000 shares (300,000,000 shares of common stock, par value $0.001 per share, and 10,000,000
shares of “blank check” preferred stock, par value $0.001 per share) to 510,000,000 shares (500,000,000 shares of common
stock, par value $0.001 per share, and 10,000,000 shares of “blank check” preferred stock, par value $0.001 per share)
(the “Authorized Capital Increase”); and (iii) to reduce the number of outstanding shares of the our common stock by
means of one-for-fifteen (1:15) reverse stock split (the “Reverse Stock Split,” and together with the name Change and
the Authorized Capital Increase, the “Charter Amendments”); and (iv) to increase the number of shares issuable under
the LifeApps Digital Media Inc. 2012 Equity Incentive Plan from 10,000,000 to 20,000,000, on a post-Reverse Stock Split basis (the
“Plan Increase”). On October 26, 2015, the Charter Amendments and the Plan Increase were approved by the written consent
of our stockholders holding a majority of the outstanding shares of our common stock as of the record date, October 26, 2015. We
expect to file the Amendment with the Secretary of State of the State of Delaware effecting the Charter Amendments and to submit
our Charter Amendments to FINRA for approval, shortly. At such time as the Charter Amendments are authorized by FINRA, our new
name will be reflected on OTC Markets. We have not asked FINRA to authorize a new trading symbol and our trading symbol will remain
“LFAP.”
Item 5.07 Submission of Matters to a Vote
of Security Holders
On October 26, 2015, our Board of Directors
adopted resolutions authorizing the Charter Amendments and the Plan Increase and directing that the same be submitted to our stockholders
for approval by written consent in lieu of a special meeting. The Charter Amendments were duly approved by the written consent
of stockholders holding a majority of the outstanding shares of our common stock, which stockholders constituted all of our executive
officers and directors. Under Delaware law, no meeting of stockholders was required to approve this amendment. As of October 26,
2015, holders of record as of October 26, 2015, voting an aggregate of 149,715,385 shares of our common stock (approximately 50.11%
of the shares outstanding and entitled to vote as of the record date) approved the Charter Amendments by written consent. As no
meeting was held, there were no votes against, nor any abstentions or broker non-votes.
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.
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LifeApps Digital Media Inc. |
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Date: November 2, 2015 |
By: |
/s/ Robert Gayman |
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Name: |
Robert Gayman |
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Title: |
Chief Executive Officer |
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