Current Report Filing (8-k)

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): January 24, 2022 (January 24, 2022)

SURGE COMPONENTS, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-27688

11-2602030

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

95 East Jefryn Blvd., Deer Park, New York		11729
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (631) 595-1818

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:

☐	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 240.13a-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 (§ 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 3.03. Material Modifications to Rights of Security Holders.

Effective December 31, 2021, Surge Components, Inc. (the “Company”) completed its reincorporation from a Delaware corporation to a Nevada corporation (the “Reincorporation”). As of January 1, 2022, the rights of the Company’s stockholders began to be governed by the Nevada corporation laws, the Nevada Articles of Incorporation and the Nevada Bylaws. A copy of the Company’s Articles of Incorporation as filed with the Nevada Secretary of State is attached hereto as Exhibit 3.3, and the Company’s newly adopted Bylaws as a Nevada corporation are attached hereto as Exhibit 3.4, and both such exhibits are incorporated herein by reference.

The Reincorporation was approved by the Company’s stockholders at the Company’s annual meeting held between December 1, 2021 and December 16, 2021 (the “2021 Annual Meeting”). A description of the changes in the rights of stockholders as a result of the change in the state of incorporation and the adoption of the Company’s Articles of Incorporation and Bylaws can be found in the section of Company's definitive proxy statement for the 2021 Annual Meeting captioned “Proposal No. 5 – The Approval of the Reincorporation of the Company From The State of Delaware to the State of Nevada Pursuant to a Plan of Merger” filed with the Securities and Exchange Commission on November 10, 2021, which description is incorporated herein by reference.

Other than the change in the state of incorporation, the Reincorporation did not result in any change in the business, physical location, management, assets, liabilities or net worth of the Company, nor did it result in any change in location of the Company’s employees, including the Company’s management.

The Reincorporation did not alter any stockholder’s percentage ownership interest or number of shares owned in the Company and the Company’s common stock continues to be quoted on the OTC Pink Marketplace under the symbol “SPRS”. The stockholders need not exchange existing stock certificates for stock certificates of the Nevada corporation.

Item 5.03. Amendments to Articles of Incorporation or Bylaws

The information included in Item 3.03 to this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Exhibit No.		Description
3.1		Certificate of Merger, as filed with the Secretary of State of the State of Delaware on December 30, 2021
3.2		Articles of Merger, as filed with the Secretary of State of the State of Nevada on December 30, 2021
3.3		Articles of Incorporation, as filed with the Secretary of State of the State of Nevada
3.4		Nevada Bylaws
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 registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.