Current Report Filing (8-k)
July 09 2019 - 6:05AM
Edgar (US Regulatory)
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):
July 3, 2019
_________
MCTC HOLDINGS, INC.
(Exact Name of Registrant as Specified in
its Charter)
Delaware
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333-146404
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99-0539775
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(State or other jurisdiction of incorporation or organization)
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Commission File Number
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(I.R.S. Employer Identification Number)
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520 S. Grand Avenue, Suite 320, Los Angeles,
CA 90071
(Address of Principal Executive Offices and
Zip Code)
(310) 986-4929
(Issuer's telephone number)
1910 NW 19
th
Street, Suite 302,
Ft. Lauderdale, FL 33311
(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))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Trading Symbols
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Name of Exchange on Which Registered
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None
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N/A
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None
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act
of 1934 (17 CFR §240.12b-2).
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 3.03 Material Modification to Rights
of Security Holders.
(a) On July 3, 2019, stockholders of the Company
holding a majority of the shares eligible to vote, approved an amendment to the Company’s articles of incorporation to affect
a one for fifteen reverse stock split of its issued and outstanding common stock for all shareholders of record as of July 10,
2019. The Board of Directors approved the reverse stock split on July 3, 2019.
The reverse stock split affects all issued
and outstanding shares of the Company’s common stock. The Company’s current common authorized shares are 290,000,000,
$0.0001 par value. After the reverse stock split, the Company’s authorized shares of common stock will be 19,333,333, $0.0015
par value; the number of shares affected will be one (1) share of common stock for each fifteen (15) shares of common stock issued
and outstanding and any rights to acquire the same; each fractional share shall be rounded up to the nearest whole share and that
the holders of lots that are less than 100 shares be rounded up to round lots of 100 share.
The effectiveness of the reverse stock split
is conditioned upon: (i) the Company filing Form 14C with the Commission; (ii) formal amendment filed with the Delaware Secretary
of State; and, (iii) filing a Corporate Action Notification with the Financial Industry Regulatory Authority, and obtaining FINRA’s
approval for the corporate actions.
Section 5 - Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year
(a) On July 3, 2019, the Board of Directors
and stockholders of the Company holding a majority of the shares eligible to vote, approved:
(i) an amendment to the Company’s articles
of incorporation changing the name of the Company to Cannabis Global, Inc. and to change its trading symbol; and,
(ii) an amendment approving the reverse stock
split: The Company’s current common authorized shares are 290,000,000, $0.0001 par value. After the reverse stock split,
the Company’s authorized shares of common stock will be 19,333,333, $0.0015 par value; the number of shares affected will
be one (1) share of common stock for each fifteen (15) shares of common stock issued and outstanding and any rights to acquire
the same; each fractional share shall be rounded up to the nearest whole share and that the holders of lots that are less than
100 shares be rounded up to round lots of 100 share.
The name change and symbol change and reverse
stock split are conditioned upon: (i) the Company filing Form 14C with the Commission; (ii) formal amendment filed with the Delaware
Secretary of State; and, (iii) filing a Corporate Action Notification with the Financial Industry Regulatory Authority, and obtaining
FINRA’s approval for the corporate actions.
Section 8 - Other Events
Item 8.01 Other Events.
The Company’s new address is 520 S. Grand
Avenue, Ste. 320, Los Angeles, CA 90071; phone number (310) 986-4929.
Section 9 – Financial Statement and
Exhibits
Item 9.01 Financial Statements and Exhibits
Exhibit
No.
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Document
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Location
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4.1
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Board Resolution; Reverse Split/Name Change
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Filed Herewith
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4.2
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Stockholder Consent; Reverse Split/ Name Chang
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Filed Herewith
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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 July 8, 2019
MCTC HOLDINGS, INC.
By: /s/
Arman Tabatabaei
Arman Tabatabaei
(Principal Executive Officer)