Form 8-K - Current report

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 8, 2023

HOPTO INC.

(Exact name of registrant as specified in its charter)

Delaware		0-21683		13-3899021
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

189 N. Main Street, Suite 102, Concord, NH 03301

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code

(800) 472-7466

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol (s)		Name of Each Exchange on Which Registered
Common Stock		HPTO		OTC Markets

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))

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. ☐

Item 8.01.

Other Events.

On December 8, 2023, hopTo, Inc. (the “Company”), filed a Form 15 with the Securities and Exchange Commission to voluntarily deregister its common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company is eligible to deregister its common stock by filing a Form 15 under Section 12(g) of the Exchange Act because it has fewer than 300 shareholders of record. The Company’s obligation to file periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, under Section 13(a) of the Exchange Act will be suspended upon filing the Form 15. The deregistration under Section 12(g) of the Exchange Act is expected to be effective 90 days after filing the Form 15, at which time the Company’s other filing requirements under Section 13(a) of the Exchange Act will terminate.

A Press Release has been posted to the Company’s website and a copy of the Press Release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

99.1		Press Release, dated December 8, 2023 of hopTo, Inc.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	hopTo Inc.

Dated: December 8, 2023	By:	/s/ Jonathon R. Skeels
		Jonathon R. Skeels
		Chief Executive Officer, Interim Chief Financial Officer, Secretary

Exhibit 99.1

hopTo, Inc. Announces Voluntarily Deregistration of Common Stock

Concord, NH (December 8, 2023) – hopTo Inc. (OTC PINK: HPTO) (“hopTo” or the “Company”), today filed a Form 15 with the Securities and Exchange Commission to voluntarily deregister its common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Board of Directors of the Company (the “Board”) believes that the decision to deregister and suspend its reporting obligations under the Exchange Act is in the best interest of the Company and its shareholders. The Board has determined that the burdens associated with operating as a registered public company outweigh any advantages to the Company and its stockholders at this time. The Board reviewed many factors, including the access to capital, expenses and management resources associated with being a reporting company.

The Company’s common stock will to continue to be traded on the OTC Pink market under the trading symbol “HPTO”.

For more information on hopTo, please visit: www.hopTo.com.

Investors:

investors@hopto.com

Cover	Dec. 08, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 08, 2023
Entity File Number	0-21683
Entity Registrant Name	HOPTO INC.
Entity Central Index Key	0001021435
Entity Tax Identification Number	13-3899021
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	189 N. Main Street
Entity Address, Address Line Two	Suite 102
Entity Address, City or Town	Concord
Entity Address, State or Province	NH
Entity Address, Postal Zip Code	03301
City Area Code	800
Local Phone Number	472-7466
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	HPTO
Entity Emerging Growth Company	false