Current Report Filing (8-k)
December 11 2019 - 5:30PM
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): December 5, 2019
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DAIS CORPORATION
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(Exact name of registrant as specified in its charter)
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New York
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000-53554
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14-760865
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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11552 Prosperous Drive
Odessa, Florida 33556
(Address of principal executive offices) (Zip Code)
N/A
(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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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).
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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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 Act. ¨
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth below under Item 8.01 is hereby incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth below under Item 8.01 is hereby incorporated by reference into this Item 5.03.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The information set forth below under Item 8.01 is hereby incorporated by reference into this Item 5.07.
Item 8.01. Other Events.
As previously reported, the board of directors of Dais Corp. (the “Board”) approved and recommended that the Company’s shareholders approve and authorize the filing of the Certificate of Amendment of the Certificate of Incorporation with the New York Secretary of State (the “Amendment”), subject to the approval of the Financial Industry Regulatory Authority (the “FINRA”), to effect a reverse stock split of the Company’s issued and outstanding shares of common stock in the ratio of one for two-thousand (the “Reverse Stock Split”), with the exact ratio to be set at a whole number as determined by the sole discretion of the Board. On the same date, the Company’s majority shareholder approved and authorized the Reverse Stock Split.
The Company filed the Amendment. As a result of the Amendment, each share of the Company’s common stock issued and outstanding were combined automatically and without any action on the part of the stockholders, into a lesser number of shares of the common stock calculated in accordance with the Reverse Stock Split. Fractional shares were rounded up to the next whole number.
On December 5, 2019, the FINRA announced the effectiveness of the Reverse Stock Split as of the opening of business on December 6, 2019.
On December 5, 2019, the Company announced that trading in the Company’s common stock on the OTC Markets would begin on the morning of December 6, 2019. The Company’s press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) 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 hereunto duly authorized.
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DAIS CORPORATION
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Dated: December 11, 2019
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By:
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/s/ Timothy N. Tangredi
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Name:
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Timothy N. Tangredi
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Title:
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Chief Executive Officer
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