Current Report Filing (8-k)
March 22 2021 - 6:32AM
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): March 17, 2021
Samsara
Luggage, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
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000-54649
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26-0299456
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(State of incorporation)
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(Commission File
Number)
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(IRS Employer No.)
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One
University Plaza
Suite
505
Hackensack,
NJ 07601
(Address
of principal executive offices and Zip Code)
(877)
421-1574
(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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☐
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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Pre-commencement communications pursuant to Rule 13e-4©
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(s)
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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
March 17, 2021, the Registrant filed a Certificate of Change with the Secretary of State of the State of Nevada (the “Certificate
of Change”) to effect a reverse split of Company’s common stock at a ratio of 1-for-7,000 (the “Reverse Stock
Split”). The Reverse Stock Split will take effect at the open of business on Tuesday, March 23, 2021. As a result of the
Reverse Stock Split, each seven thousand (7,000) pre-split shares of common stock outstanding will automatically combine into
one (1) new share of common stock without any action on the part of the holders, and the number of outstanding shares common stock
will be reduced from 5,995,825,131 shares to 8,565,465 shares (subject to rounding of fractional shares).
No
fractional shares will be issued in connection with the Reverse Stock Split. The Registrant will issue one whole share of the
post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the
Reverse Stock Split.
The
Registrant’s stock symbol will be changed to SAMLD, and after 20 business days, the symbol will change back to SAML
Item 9.01 Financial Statements and Exhibits
(d)
Exhibits
The following Exhibits are filed as part
of this Report.
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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SAMSARA
LUGGAGE, iNC.
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By
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/s/
Atara Dzikowski
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Name:
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Atara
Dzikowski
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Title:
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Chief
Executive Officer
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Date:
March 22, 2021
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