Current Report Filing (8-k)
April 08 2022 - 4:35PM
Edgar (US Regulatory)
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2022-04-07
2022-04-07
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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): April 7, 2022
Touchpoint
Group Holdings Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware |
|
001-36530 |
|
46-3561419 |
State of Incorporation |
|
Commission File Number |
|
IRS Employer I.D. Number |
|
|
|
|
|
4300
Biscayne Blvd, Suite 203
Miami,
Florida 33137
(Address
of Principal Executive Offices)
Registrant’s
telephone number: (305) 420-6640
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) |
☐ |
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(g) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on
which registered |
Common
Stock, par value $0.0001 |
|
TGHI |
|
NONE |
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
5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On
April 8, 2022, the Board of Directors of Touchpoint Group Holdings Inc. (the “Company”) confirmed that Martin Ward has been
the Secretary of our Company since November 30, 2012, and appointed him to continue to serve as Secretary of our company until such time
as he shall resign or otherwise be removed in accordance with the Bylaws of the Company.
Item
7.01 Regulation FD Disclosure
On April 7, 2022, we issued a press release announcing
that our AIR RACE subsidiary had entered into a multi-year host city agreement with Borneo Airlines Sdn. Bhd. to host an Air Race World
Championship event in September of 2022, 2023 and 2024. A copy of the Press Release has been filed as an Exhibit to this Report. . Borneo
Airlines Sdn. Bhd, is a Malaysian Aviation and Marketing Company, and this will be the first time an ARWC event will be held in Malaysia
since the race in 2014.
The
information in this item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed as “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability
of such Section, nor shall it be deemed incorporated by reference in any filing by Air Industries under the Securities Act of
1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated
by specific reference in such filing. Borneo Airlines Sdn. Bhd, is a Malaysian Aviation and Marketing Company, and this will be
the first time an ARWC event will be held in Malaysia since the race in 2014.
Item
8.01 Other Events.
Subsequent
to our sale of 85,000 shares of Series B Preferred Stock to Geneva Roth Remark Holdings, Inc. (“GR”) pursuant to a
Series B Preferred Stock Purchase Agreement dated January 5, 2022, we entered into three additional Series B Preferred Stock Purchase
Agreements with GR dated February 3, 2022, February 7, 2022 and March 14, 2022, pursuant to which we sold to GR an aggregate of
243,000 shares of Series B Preferred Stock. Each share of Series B Preferred Stock has a stated value of $1.00 per share. Pursuant
to the three Purchase Agreements we received a gross amount equal to the stated value of the shares of Series B Preferred Stock
sold, $243,000, from which we paid the legal fees incurred by GR which, in each case were $3,000.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
|
|
|
10.1 |
|
Series B Preferred
Stock Purchase Agreement dated February 3, between Touchpoint Group Holdings, Inc. and Geneva Roth Remark Holdings, Inc. |
|
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10.2 |
|
Series B Preferred
Stock Purchase Agreement dated February 7, 2022, between Touchpoint Group Holdings, Inc. and Geneva Roth Remark Holdings,
Inc. |
|
|
|
10.3 |
|
Series B Preferred
Stock Purchase Agreement dated March 14, 2022, between Touchpoint Group Holdings, Inc. and Geneva Roth Remark Holdings, Inc. |
|
|
|
99.1 |
|
Text of Press release
dated April 7, 2022 issued by Touchpoint Group Holdings Inc. . |
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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:
April 8, 2022
|
TOUCHPOINT GROUP HOLDINGS INC. |
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By: |
/s/
Martin Ward |
|
|
Mark Ward, Chief
Financial Officer |
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