AND EXCHANGE COMMISSION
Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 22, 2019
(Exact name of
registrant as specified in its charter)
(State or other
jurisdiction of incorporation)
Registrant’s telephone number, including area code + (86)
(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.
] 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))
On February 18, 2019,
the Company entered into a Security Token Listing Agreement with
MAS Capital Universal Exchange Inc., a British West Indies
corporation (“MASEx”), for a primary listing of the Company’s
equity security tokens on the MASEx security token exchange. In
order to do so, the Company plans to re-organize its corporate
structure, with a foreign parent or affiliate company, to issue
equity security token for listing on MASEx. The Company intends to
immediately file a Form 15 (Certification and Notice
of Termination From Registration) to terminate its
reporting requirements under the US federal securities laws.
In addition, if the
Company’s parent or affiliate is successful in listing its equity
security tokens on MASEx, the Company may file financial reports on
MASEx website at http://www.MASEx.io. However, there is no
assurance that the Company’s parent or affiliate equity security
tokens will be listed on MASEx or publish any financial reports in
The description of
the Security Token Listing Agreement (Exhibit 10.12) is not
complete, and is qualified in their entirety by reference to the
agreement which is filed as an Exhibit to this Form 8-K.
Financial Statements and Exhibits.
Exhibit No . Description
Security Token Listing Agreement dated February 18, 2019 with MAS
Capital Universal Exchange Inc.
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.
CAPSTONE SYSTEMS INC.
Chief Executive Officer
July 22, 2019