Current Report Filing (8-k)
June 11 2018 - 4:05PM
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): June 11, 2018
TRULI
MEDIA GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
000-53641
|
|
26-3090646
|
(State
or other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification No.)
|
54
W 40th St
New
York, NY
|
|
10018
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (888) 925-7010
(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:
☐
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 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 checkmark 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
3.03 Material Modification to Rights of Security Holders.
On
June 5, 2018, Truli Media Group, Inc. (the “Company”) filed three certificates of amendment amending the terms of
the certificate of designations for the Company’s Series A Convertible Preferred Stock (the “Series A”),
the Series C Convertible Preferred Stock (the “Series C”), and the Series C-1 Convertible Preferred Stock (the “Series
C-1”) (each of the amendments are referred to as an “Amendment” and collectively the “Amendments”).
The Amendments modify the terms of the Series A, Series C, and Series C-1 to allow each holder of the Company’s Series A,
Series C, and Series C-1 to beneficially own up to 4.99% of the common stock of the Company. On June 11, 2018, the Company received
confirmation from the Delaware Secretary of State that the Amendments were approved and became effective on June 5, 2018.
The
foregoing description of the Amendments is a summary only and is qualified in its entirety by the form of Amendment to the Series
A, Series C, and Series C-1 which are filed as Exhibits 4.1, 4.2, and 4.3 hereto, receptively, and which are incorporated herein
by reference.
Item
5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
disclosure included under Item 3.03, above is incorporated by reference herein.
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 its behalf
by the undersigned thereunto duly authorized.
Dated:
June 11, 2018
|
TRULI
MEDIA GROUP, INC.
|
|
|
|
By:
|
/s/
Miles Jennings
|
|
|
Miles
Jennings
|
|
|
Chief
Executive Officer
(Principal Executive Officer)
|
2