UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
 
 
FORM 8-K/A
 
 
 
 
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported) May 22, 2019
 
LIBERATED SYNDICATION INC.
(Exact Name of Registrant as Specified in Its Charter)
  
 
 
Nevada
000-55779
47-5224851
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
 
 
 
 
5001 Baum Boulevard, Suite 770
Pittsburgh, Pennsylvania
 
15213
(Address of Principal Executive Offices)
 
(Zip Code)
(412) 621-0902
(Registrant’s Telephone Number, Including Area Code)
n/a
(Former Name or Former Address, if Changed Since Last Report)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
 
 
 
 
 
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)
 
[x]         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 Ac t ☒
 

 
 
 
 
 
Item 7.01 Regulation FD Disclosure.
 
On May 22, 2019, Liberated Syndication Inc, a Nevada corporation (the “Company”) hosted a conference call to provide a report concerning its financial results for the first quarter of 2019. Management discussed such financial results and addressed certain filings made by a stockholder regarding a solicitation to request a special meeting of stockholders during the conference call.
 
The information contained in Items 7.01 and 9.01 (including Exhibit 99.1) is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
 
The Company does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in the Company’s expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based, except as required by law.
 
Item 8.01 Other Events.
 
The Company, its directors, executive officers and other employees may be deemed to be participants in the solicitation of consents from Company stockholders in connection with the matters to be considered at the special meeting of Company stockholders sought by the stockholder described above and in the solicitation of proxies in connection with any such special meeting (should it be requested by the holders of the requisite number of shares). Information about the Company’s directors and executive officers is available in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (the “2018 Form 10-K”), as filed with the Securities and Exchange Commission (“SEC”). To the extent holdings of the Company’s securities by such directors or executive officers have changed since the amounts printed in the 2018 Form 10-K, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with any special meeting (should it be requested by the holders of the requisite number of shares) and in the solicitation of proxies in connection with any such special meeting. Stockholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC free of charge at the SEC’s website at www.sec.gov. COMPANY STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT, THE ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
 
Item 9.01    Financial Statements and Exhibits
 
(a) 
Exhibits
 
 
 
Description
 
Earnings call transcript dated May 22, 2019
 
 
 
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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.
 
Dated: May 23, 2019
 
 
LIBERATED SYNDICATION INC.
 
 
 
By: /s/ John Busshaus
Name: John Busshaus
Title: Chief Financial Officer
 
 
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