Current Report Filing (8-k)
January 02 2020 - 03:40PM
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): December 27,
2019
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PACIFIC HEALTH CARE ORGANIZATION, INC.
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(Exact name of registrant as specified in its charter)
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Utah
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000-50009
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87-0285238
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(State or other jurisdiction of incorporation)
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Commission
File Number)
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(IRS Employer
Identification No.)
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1201 Dove Street, Suite 300, Newport Beach,
California
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(Address of principal executive offices)
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92660
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(Zip code)
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(949) 721-8272
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(Registrant’s telephone number, including area code)
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N/A
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(Former name or former address, if changed since last report.)
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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):
☐
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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
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Name of each exchange on which registered
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None
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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, indicated 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 December 27, 2019, Pacific Health Care Organization, Inc. (the
“Company”) filed Articles of Amendment to its Articles of
Incorporation (the “Amendment”) with the Division of Corporations
and Commercial Code of the State of Utah. The Amendment will
become effective on January 6, 2020. A copy of the Amendment is
attached hereto as Exhibit 3.01.
On December 12, 2019, the Company commenced a mailing to its
shareholders of a Definitive Information Statement on Schedule 14C
(the “Information Statement”) which was filed by Company with the
Securities and Exchange Commission (the “Commission”) on December
9, 2019. The Information Statement notified shareholders that
on November 18, 2019, the board of directors of the Company
approved the Amendment to increase the authorized common stock of
the Company from 200,000,000 shares to 800,000,000 shares and to
forward split the issued and outstanding common stock of the
Company at a ratio of four-shares-for-one-share (4:1), with any
fractional shares being rounded to the next whole share (the
“forward split”). The Company’s Articles of Incorporation
provide that in the event of any subdivision of the Company’s
common stock, such as a forward split, the number of shares of
Series A preferred stock outstanding will be forward split on the
same terms and conditions as the common stock. The number of
shares of authorized preferred stock will not increase as a result
of the Amendment. The number of shares designated as Series A
preferred stock will increase at the same four-shares-for-one-share
(4:1) as the common stock as a result of the Amendment, increasing
the number of authorized shares of Series A preferred stock from
10,000 to 40,000. The Information Statement further notified
shareholders that on November 22, 2019, Tom Kubota, the holder of
approximately 61% of the Company’s issued and outstanding common
stock, and 100% of its issued and outstanding Series A preferred
stock, which votes together with its common stock as a single class
on all matters submitted to a vote of the holders of its common
stock, delivered a written consent approving the Amendment.
Upon effectiveness of the forward split on January 6, 2020, as
discussed in Item 8.01 of this report, each outstanding share of
Company common stock and Series A preferred stock will
automatically be converted at the applicable forward split ratio of
four-shares-for-one-share (4:1) without any exchange of stock
certificates. Shareholders are not requested to send in their
stock certificates for exchange and the Company will not send
additional stock certificates representing the additional
shares. As a result of the forward split, the number of
issued and outstanding shares of common stock will be adjusted from
3,200,000 shares to approximately 12,800,000 shares and the number
of issued and outstanding shares of Series A preferred stock will
be adjusted from 4,000 shares to 16,000 shares.
As a result of the Amendment, the number of common shares
authorized for issuance under the Company’s 2018 Equity Incentive
Plan (the “2018 Plan”) will increase proportionally from 2,000,000
shares to 8,000,000, in accordance with the terms and conditions of
the 2018 Plan. Currently there are no options, convertible
securities or other awards outstanding under the 2018 Plan.
Item 8.01 Other
Information
On January 2, 2020, the Company received notice from the Financial
Industry Regulatory Authority (“FINRA”) confirming the Daily List
Announcement Date of the forward split will be January 3, 2020, and
the Market Effective Date of the forward split will be January 6,
2020. The Company’s common stock will begin trading on a post
forward split basis on the OTCQB at the open of the market on the
Market Effective Date. On the Market Effective Date the
trading symbol for the Company’s common stock will change to
“PFHOD” for a period of 20 business days, after which the “D” will
be removed from the Company’s trading symbol. The Company’s
common stock will be assigned a new CUSIP, which will be
69439P407.
This Current Report on Form 8-K contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. All statements, other than statements of historical fact,
made in this Current Report on Form 8-K are forward looking and
subject to change. Examples of forward-looking statements include,
but are not limited to, statements related to the Daily List
Announcement Date, the Market Effective Date, the date on which the
Company’s common stock will begin trading on a post forward split
basis, the placement and removal of a “D” from the Company’s stock
trading symbol, assignment of a new CUSIP number to the Company’s
common stock, and the anticipated impact of the forward split on
the authorized and outstanding shares of the Company’s common stock
and Series A preferred stock. These forward-looking statements
reflect management’s current expectations, but are not within the
control of the Company. Actual results could differ materially from
expected results expressed in forward-looking statements. We will
not necessarily update information if any forward-looking statement
later turns out to be inaccurate.
Item 9.01 Financial
Statements and Exhibits
(d) Exhibits
SIGNATURE
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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PACIFIC HEALTH CARE ORGANIZATION, INC.
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Date: January 2, 2020
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By:
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/s/ Tom
Kubota
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Tom Kubota
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Chief Executive Officer
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Pacific Health Care Orga... (QB) (USOTC:PFHO)
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