Current Report Filing (8-k)
September 12 2017 - 3:56PM
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): September 12, 2017 (September 12, 2017)
EMARINE
GLOBAL INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
000-49933
|
|
95-4886472
|
(State
or other jurisdiction of
incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification Number)
|
4th
Floor, 15-14, Samsan-ro 308beon-gil
Nam-gu,
Ulsan, 44715 Republic of Korea
(Address
of principal executive offices) (zip code)
+82-70-7204-9352
(Registrant’s
telephone number, including area code)
POLLEX,
INC.
(Former
name or former address, if changed since last report)
Copy
to:
Darrin
M. Ocasio, Esq.
Sichenzia
Ross Ference Kesner LLP
1185
Avenue of the Americas, 37
th
Fl.
New
York, New York 10036
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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.
Item
8.01 Other Events.
On
August 15, 2017, eMARINE Global Inc.,
formerly Pollex, Inc
, a Nevada corporation
.
(the “Company”), entered
into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which the Company merged with its wholly-owned
subsidiary (the “Merger Sub” and, the transaction, the “Merger”). Upon consummation of the Merger, the
separate existence of Merger Sub ceased.
As
permitted by Chapter 92A.180 of Nevada Revised Statutes, the purpose of the Merger was to effect a change of the Company’s
name from Pollex, Inc., to eMARINE Global Inc. Upon the filing of Articles of Merger (the “Articles of Merger”) with
the Secretary of State of Nevada on August 15, 2017 to effect the Merger, the Company’s Articles of Incorporation were deemed
amended to reflect the change in the Company’s corporate name (the “Name Change”).
On
August 17, 2017, in connection with the foregoing, the Company filed an Issuer Company-Related Action Notification Form with the
Financial Industry Regulatory Authority (“FINRA”), requesting confirmation of the Name Change and also to request
the change of the Company’s ticker symbol from “PLLX” to “EMRN” (the “Symbol Change”).
On
September 11, 2017, FINRA announced the Company’s Name Change and Symbol Change, which became effective on September 12,
2017 on the OTC Markets. The new CUSIP number for the Company’s common stock is 29079G 109.
The
Name Change and Symbol Change do not affect the rights of the Company’s security holders. The Company’s securities
will continue to be quoted on the OTC Markets. Following the Name Change, the stock certificates, which reflect the former name
of the Company, will continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates
are tendered for exchange or transfer to the Company’s transfer agent.
The
foregoing information is a summary of each of the matters described above, is not complete, and is qualified in its entirety by
reference to the full text of
the Articles of Merger attached as Exhibit 3.1 hereto and
the Merger Agreement attached as Exhibit 3.2 hereto
. Readers should review those exhibits for a complete understanding
of the terms and conditions associated with this matter.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The
exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
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.
|
EMARINE
GLOBAL INC.
|
|
|
|
Dated:
September 12, 2017
|
By:
|
/s/
Ung Gyu Kim
|
|
Name:
|
Ung
Gyu Kim
|
|
Title:
|
Chief
Executive Officer
|