Current Report Filing (8-k)
March 22 2021 - 06:32AM
Edgar (US Regulatory)
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): March 17,
2021
Samsara
Luggage, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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Nevada |
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000-54649 |
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26-0299456 |
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(State
of incorporation) |
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(Commission
File Number) |
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(IRS
Employer No.) |
One
University Plaza
Suite
505
Hackensack,
NJ 07601
(Address
of principal executive offices and Zip Code)
(877)
421-1574
(Registrant’s
telephone number, including area code)
(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) |
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☐ |
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© under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s) |
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Name
of each exchange on which registered |
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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
On
March 17, 2021, the Registrant filed a Certificate of Change with
the Secretary of State of the State of Nevada (the “Certificate of
Change”) to effect a reverse split of Company’s common stock at a
ratio of 1-for-7,000 (the “Reverse Stock Split”). The Reverse Stock
Split will take effect at the open of business on Tuesday, March
23, 2021. As a result of the Reverse Stock Split, each seven
thousand (7,000) pre-split shares of common stock outstanding will
automatically combine into one (1) new share of common stock
without any action on the part of the holders, and the number of
outstanding shares common stock will be reduced from 5,995,825,131
shares to 8,565,465 shares (subject to rounding of fractional
shares).
No
fractional shares will be issued in connection with the Reverse
Stock Split. The Registrant will issue one whole share of the
post-Reverse Stock Split Common Stock to any stockholder who
otherwise would have received a fractional share as a result of the
Reverse Stock Split.
The
Registrant’s stock symbol will be changed to SAMLD, and after 20
business days, the symbol will change back to SAML
Item
9.01 Financial Statements
and Exhibits
(d)
Exhibits
The following Exhibits are filed as part of this Report.
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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SAMSARA LUGGAGE, iNC. |
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By |
/s/ Atara Dzikowski |
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Name: |
Atara
Dzikowski |
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Title: |
Chief
Executive Officer |
Date:
March 22, 2021
2
Samsara Luggage (QB) (USOTC:SAML)
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