Current Report Filing (8-k)
December 08 2022 - 4:07PM
Edgar (US Regulatory)
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2022-12-05
2022-12-05
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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 5, 2022
OpenLocker
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
000-24520 |
|
04-3021770 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
625
N. Flagler Drive, Suite 600
West
Palm Beach, FL 33401
(Address
of principal executive offices) (Zip code)
(305)
351-9195
(Registrant’s
telephone number, including area code)
Descrypto
Holdings, Inc.
(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)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
N/A |
|
N/A |
|
N/A |
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.
As
previously disclosed by OpenLocker Holdings, Inc. (f/k/a Descrypto
Holdings, Inc.) (the
“Company”), the Company filed an application with the Financial Industry Regulatory Association
(“FINRA”) to change its name from
“Descrypto Holdings, Inc.” to “OpenLocker
Holdings, Inc.” and to change its ticker symbol. In connection therewith, on December 5, 2022, the Company filed with the Delaware
Secretary of State a certificate of amendment to certificate of incorporation (the “Amendment”) in order to change its corporate
name to OpenLocker Holdings, Inc. (the “Name Change”). As discussed in Item 8.01 below,
the Name Change has
been cleared by FINRA and will be effective for
trading purposes on December 9, 2022.
The
information set forth above is qualified in its entirety by reference to the actual terms of the Amendment, a copy of which is attached
hereto as Exhibit 3.1 and incorporated herein by reference.
Item
7.01. Regulation FD Disclosure.
On
December 8, 2022, the Company issued a press release announcing that it has received notification from FINRA that its Name Change
request and request for a new trading symbol have been processed. At the open of market trading on December 9, 2022, the Company’s
quotation on OTC Markets will reflect the Company’s new name, “OpenLocker Holdings, Inc.”, and its common stock will
trade under the new symbol, “OLKR”.
The
press release also announced that, effective December 6, 2022, the Company has been granted a U.S. trademark for the name OPENLOCKER.
A
copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The
information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this
Item 7.01 shall not be deemed an admission as to the materiality of any information in this Item 7.01.
Item
8.01. Other Events.
Effective
December 9, 2022 for trading purposes, the Company’s corporate name has been changed from “Descrypto Holdings, Inc.”
to “OpenLocker Holdings, Inc.” No action is required by the Company’s current stockholders as a result of this change.
Also effective December 9, 2022, the trading symbol for the Company’s common stock will change from “DSRO” to “OLKR”.
The Company’s common stock will continue to be quoted on the OTCQB and the CUSIP will remain unchanged.
Item
9.01 Financial Statement and Exhibits.
(d)
Exhibits
The
following exhibits are filed
with this Current Report on Form 8-K:
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.
|
OpenLocker Holdings, Inc. |
|
|
Date:
December 8, 2022 |
/s/ Howard
Gostfrand |
|
Howard Gostfrand |
|
Chief Executive Officer |
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