Current Report Filing (8-k)
April 11 2019 - 5:07PM
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): April 10, 2019
CAPITAL
PARK HOLDINGS CORP.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
|
|
000-55505
|
|
45-5523835
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
8117
Preston Road Suite 300
Dallas,
Texas 75225
(Address
of Principal Executive Offices and Zip Code)
Registrant’s
telephone number, including area code: (972) 525-8546
Not
Applicable
(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 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, 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.
[ ]
Item
3.03 Material Modification to Rights of Security Holders.
Effective
April 10, 2019, LifeLogger Technologies Corp. (“LifeLogger”) reincorporated to the State of Delaware from the State
of Nevada under the name Capital Park Holdings Corp. (“Capital Park,” “us,” “our” or the “Company”)
pursuant to a plan of conversion (the “Plan of Conversion”), dated April 10, 2019 (the “Reincorporation”).
The Reincorporation was effected by the Company filing (i) articles of conversion (the “Articles of Conversion”) with
the Secretary of State of the State of Nevada, (ii) a certificate of conversion (the “Certificate of Conversion”)
with the Secretary of State of the State of Delaware and (iii) a certificate of incorporation (the “Certificate of Incorporation”)
with the Secretary of State of the State of Delaware. In connection with the Reincorporation, the Company also (i) filed a certificate
of designation, preferences and rights of Series A Preferred Stock (the “Certificate of Designation of Series A Preferred
Stock”) with the Secretary of State of the State of Delaware, (ii) filed a certificate of designation, preferences and rights
of Series B Preferred Stock (the “Certificate of Designation of Series B Preferred Stock”) with the Secretary of State
of the State of Delaware and (iii) adopted Amended and Restated Bylaws (the “Bylaws”).
Previously,
on January 9, 2019, the Board of Directors of the Company and a stockholder holding a majority of our voting power took action
by written consent to approve the Reincorporation. On March 21, 2019, the Company filed with the Securities and Exchange
Commission (the “SEC”) a Definitive Information Statement on Schedule 14C (the “Information Statement”)
to provide notice to the Company’s stockholders of record of the Reincorporation.
Upon
the effectiveness of the Reincorporation:
|
●
|
the
name of the Company changed from LifeLogger Technologies Corp. to Capital Park Holdings Corp.;
|
|
|
|
|
●
|
the
affairs of the Company ceased to be governed by the Nevada Revised Statutes, as amended, the Company’s existing articles
of incorporation, the Company’s existing certificate of designation of Series A Preferred Stock, the Company’s
existing certificate of designation of Series B Preferred Stock and the Company’s existing bylaws, and the affairs of
the Company became subject to the Delaware General Corporation Law, as amended, the Certificate of Incorporation, the Certificate
of Designation of Series A Preferred Stock, the Certificate of Designation of Series B Preferred Stock and the Bylaws;
|
|
|
|
|
●
|
the
shares of LifeLogger’s issued and outstanding Common Stock, with a par value $0.001 per share, converted into shares
of the equivalent class of the Company’s Class A Common Stock, each with a par value $0.001 per share, on a 7 shares
of Common Stock to 1 share of Class A Common Stock basis;
|
|
|
|
|
●
|
an
additional series of stock named Class B Common Stock, with a par value $0.001 per share, was created, with each share of
Class B Common Stock being identical to the Class A Common Stock in liquidation, dividend and similar rights, and the only
difference between the Class B Common Stock and the Class A Common Stock being that each share of Class B Common Stock
has ten (10) votes for each share held, while the Class A Common Stock has a single vote per share, and that certain
actions cannot be taken without the approval of the holders of the Class B Common Stock;
|
|
|
|
|
●
|
the
shares of LifeLogger’s issued and outstanding Series A Preferred Stock and Series B Preferred Stock, each with a par
value $0.001 per share, converted into shares of the equivalent class of the Company’s Series A Preferred Stock and
Series B Preferred Stock, each with a par value $0.001 per share, on a 1:1 basis, respectively;
|
|
|
|
|
●
|
each
director and officer of LifeLogger will continue to hold his or her respective position with the Company;
|
|
|
|
|
●
|
each
employee benefit, stock option or other similar plan of LifeLogger will continue to be an employee benefit, stock option or
other similar plan of the Company; and
|
|
|
|
|
●
|
the
Company will continue to file periodic reports and other documents with the SEC.
|
Certain
rights of the Company’s stockholders changed as a result of the Reincorporation, as more fully described in the Information
Statement, which description is incorporated in its entirety herein by reference.
The
foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the
Plan of Conversion, the Articles of Conversion, the Certificate of Conversion, the Certificate of Incorporation, the Certificate
of Designation of Series A Preferred Stock, the Certificate of Designation of Series B Preferred Stock and the Bylaws, copies
of which are filed as Exhibits 2.1, 3.1, 3.2, 3.3, 3.4, 3.5 and 3.6, respectively, to this Current Report on Form 8-K and incorporated
herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
2.1
|
Plan of Conversion, dated April 10, 2019.
|
|
|
3.1
|
Articles of Conversion, as filed with the Secretary of State of the State of Nevada on April 10, 2019.
|
|
|
3.2
|
Certificate of Conversion, as filed with the Secretary of State of the State of Delaware on April 10, 2019.
|
|
|
3.3
|
Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on April 10, 2019.
|
|
|
3.4
|
Certificate of Designation, Preferences and Rights of Series A Preferred Stock, as filed with the Secretary of State of the State of Delaware on April 10, 2019.
|
|
|
3.5
|
Certificate of Designation, Preferences and Rights of Series B Preferred Stock, as filed with the Secretary of State of the State of Delaware on April 10, 2019.
|
|
|
3.6
|
Amended and Restated Bylaws, effective April 10, 2019.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
|
CAPITAL
PARK HOLDINGS CORP.
|
|
|
|
|
By:
|
/s/
Eric Blue
|
|
|
Eric
Blue
|
|
|
Chief
Executive Officer
|
|
|
|
Dated:
April 11, 2019
|
|
|