Current Report Filing (8-k)
December 12 2017 - 4:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 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 5, 2017
ORBITAL
TRACKING CORP.
(Exact
name of the registrant as specified in its charter)
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Nevada
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000-25097
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65-0783722
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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18851
N.E. 29th Ave., Suite 700, Aventura, FL 33180
(Address
of principle executive offices) (Zip code)
Registrant’s
telephone number, including area code:
(305) 560-5355
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(Former name or 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):
[ ]
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)).
Indicate
by check mark whether the registrant is an emerging growth company as defined in 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, indicate 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.
[ ]
SECTION
3 – Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities
Following
the amendments to the Certificates of Designation for our Series C, D, E, H, I, J, and K Preferred Stock, as discussed below,
certain holders of our preferred stock in these classes voluntarily converted shares of preferred stock to shares of our common
stock. The number of shares of preferred stock converted, and the number of shares of common issued, is set forth below for each
class:
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Class
of Preferred Stock
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Total
Preferred Shares Converted
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Total
Common Shares Issued
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Series C
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812,867
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8,128,670
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Series D
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61,250
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1,225,000
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Series E
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450,558
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4,505,580
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Series H
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73,759
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7,375,900
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Series I
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23,000
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2,300,000
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Series J
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4,074
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4,074,000
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Series K
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9,786
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978,600
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Total
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28,587,750
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The
conversion shares detailed above were issued in reliance on the exemption from registration afforded by Section 4(a)(2) of the
Securities Act.
SECTION
5 – Corporate Governance and Management
Item
5.03 Amendments to Articles of Incorporation
On
December 5, 2017, pursuant to the approval of our board of directors and a majority of the shareholders in each class, we amended
the Certificates of Designation for our Series C, D, E, H, I, J, and K Preferred Stock. The amendments changed the conversion
rights of these classes of preferred stock such that the Maximum Conversion as defined in each such Certificate of Designation
was increased from 4.99% to 9.99% of our outstanding shares of common stock. The relevant Certificate of Amendment for each affected
class is filed as an Exhibit herewith.
SECTION
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf
of the undersigned hereunto duly authorized.
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ORBITAL
TRACKING CORP.
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Date:
December 12, 2017
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By:
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/s/
David Phipps
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David
Phipps
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President
and Chief Executive Officer
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