Current Report Filing (8-k)
November 14 2019 - 5:24PM
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):
November 13, 2019
REIGN SAPPHIRE CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE
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(State or
Other Jurisdiction of Incorporation)
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333-204486
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47-2573116
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(Commission File Number)
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(IRS Employer Identification No.)
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9465 Wilshire
Boulevard
Beverly Hills, CA 90212
(Address of Principal Executive Offices)
(213) 457-3772
(Registrant’s Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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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 (§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 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 30, 2019,
the Company's board of directors approved an amendment to the Company's certificate of incorporation, in order to change the Company's
corporate name to Reign Resources Corporation. On November 13, 2019, the Company received the amended certificate of incorporation
from the Delaware Secretary of State, citing the corporate name change, as well as the reverse stock split described in the Schedule
14C Information Statement filed with the Securities and Exchange Commission on October 2, 2019. The change of the Company's corporate
name to Reign Resources Corporation, and the reverse stock split, shall have market effectiveness upon acceptance by the Financial
Industry Regulatory Authority ("FINRA").
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits.
In reviewing
the agreements included or incorporated by reference as exhibits to this Current Report on Form 8-K, please remember that they
are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure
about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of
the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties
to the applicable agreement and accordingly, these representations and warranties may not describe the actual state of affairs
as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Current
Report on Form 8-K and in our other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.
Exhibit
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Number
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Description
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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.
Date: November 14, 2019
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REIGN SAPPHIRE CORPORATION
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/s/ Joseph Segelman
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By: Joseph Segelman
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Chief Executive Officer
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