Current Report Filing (8-k)
August 03 2016 - 4:33PM
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 28, 2016
DIRECTVIEW
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
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333-53741
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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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(IRS
Employer
Identification
No.)
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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:
[ ]
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
3.03. Material Modifications to Rights of Security Holders.
The
information set forth in Item 5.03 is incorporated by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective
August 2, 2016, the Financial Industry Regulatory Authority (FINRA) effected in the marketplace a 1-for-35 reverse stock split
for the common stock, par value $0.0001 per share (the “Common Stock”) of DirectView Holdings, Inc. (the “Company”).
On July 28, 2016, the Company filed with the Nevada Secretary of State a Certificate of Amendment to its Articles of Incorporation
(the “Amendment”) with respect to such 1-for-35 reverse stock split (the “Reverse Split”).
Item.
8.01 Other Items
Item
5.03 is hereby incorporated by reference.
As
of August 2, 2016, as a result of the Reverse Split, each 35 shares of the Company’s Common Stock outstanding automatically
converted into one share of Common Stock. No fractional shares will be issued in connection with the Reverse Split. Instead, any
fractional share resulting from the Reverse Split will be rounded up to the next largest whole share.
The
Company’s Common Stock will continue to trade on the OTC Marketplace under the symbol “DIRV” with the letter
“D” added to the end of the trading symbol for a period of 20 trading days to indicate that the Reverse Split has
occurred.
The
Reverse Split has no impact on shareholders’ proportionate equity interests or voting rights in the Company or the par value
of the Company’s Common Stock, which remains unchanged.
Item
9.01 Financial Statements and Exhibits.
Exhibit
No.
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Description
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3.1
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Certificate
of Amendment to Certificate of Incorporation*
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*
Filed herewith
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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DIRECTVIEW
HOLDINGS, INC.
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Date:
August 3, 2016
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By:
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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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