Current Report Filing (8-k)
May 08 2019 - 11:10AM
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):
May 8, 2019 (May 3, 2019)
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AMERICAN BRIVISION (HOLDING) CORPORATION
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(Exact name of registrant as specified in its charter)
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Nevada
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333-91436
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26-0014658
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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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44370 Old Warm Springs Blvd.
Fremont, CA 94538
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code:
(845) 291-1291
Check the appropriate box below if the
Form 8-K/A filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(
see
General Instruction A.2. below):
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☐
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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)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)
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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. ☐
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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Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On March 12, 2019, the board of directors (the “Board”)
of American BriVision (Holding) Corporation (the “Company”) by unanimous written consent in lieu of a meeting approved
to i) effect a stock reverse split at the ratio of 1-for-18 (the “Reverse Split”) of both the authorized common stock
of the Company (the “Common Stock”) and the issued and outstanding Common Stock and ii) to amend the articles of incorporation
of the Company to reflect the Reverse Split. The Board approved and authorized the Reverse Split without obtaining approval of
the Company’s shareholders pursuant to Section 78.207 of Nevada Revised Statutes.
On May 3, 2019, the Company filed a certificate of amendment
to the Company’s articles of incorporation (the “Amendment”) to effect the Reverse Split with the Secretary of
State of the State of Nevada. A copy of the Amendment is attached herein as
Exhibit 3.1
. The Financial Industry Regulatory
Authority (“FINRA”) informed the Company that the Reverse Split will take effect on May 8, 2019.
Item 9.01. Financial Statements and Exhibits.
The exhibit listed in the following Exhibit Index is filed as
part of 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.
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AMERICAN BRIVISION (HOLDING) CORPORATION
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Date: May 8, 2019
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By:
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/s/ Howard Doong
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Name:
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Howard Doong
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Title:
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Chief Executive Officer
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