Current Report Filing (8-k)
August 29 2016 - 4:32PM
Edgar (US Regulatory)
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)
August 26, 2016
ELEPHANT TALK COMMUNICATIONS CORP.
(Exact name of registrant as specified in
Charter)
Delaware
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001-35360
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95-4557538
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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100 Park
Avenue, New York City, New York 10017, United States of America
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including
area code: (212) 984-1096
(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:
¨
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))
Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year
On August 26, 2016,
Elephant Talk Communications Corp. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate
of Amendment amending the Company’s Certificate of Incorporation, as amended. The Certificate of Amendment, which was approved
by the Company’s Board of Directors at a meeting of the Board of Directors and by a majority of the Company’s stockholders
at the Company’s annual meeting on August 16, 2016, increases the number of authorized shares of common stock issuable by
the Company from 250,000,000 to 500,000,000. The Certificate of Amendment is attached to this Current Report as Exhibit 3.1. All
descriptions of the Certificate of Amendment herein are qualified in their entirety to the text of Exhibit 3.1 hereto, which is
incorporated herein by reference.
Item 9.01. Financial Statements and
Exhibits.
Set forth below is a
list of Exhibits included as part of this Current Report.
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3.1
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Certificate of Amendment.
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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.
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Dated: August 29,
2016
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ELEPHANT TALK COMMUNICATIONS CORP.
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By:
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/s/ Gary G Brandt
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Name: Gary G Brandt
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Title: Chief Restructuring Officer
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