U.S. 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: December 14, 2017
Concierge Technologies, Inc.
(Exact name of registrant as specified in its charter)
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Nevada 000-29913 90-1133909
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(Address and telephone number of registrant's principal
executive offices and principal place of business)
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))
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. ☐
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Item 8.01 |
Other Events |
On November 17, 2017, the Board of Directors (the “Board”) of Concierge Technologies, Inc. (the “Company”) approved the implementation of a one-for-thirty (1:30) reverse stock split of all of the Company’s issued and outstanding common and preferred stock (the “Reverse Stock Split”). The Reverse Stock Split will be effective when trading opens on December 15, 2017.
The Reverse Stock Split was previously approved by the Company’s shareholders pursuant to a majority written consent and by the Board pursuant to unanimous written consent on February 13, 2017. The approvals provided discretion to the Board to implement the Reverse Stock Split by the end of 2017. Notice of shareholder approval was mailed to the Company’s shareholders on or about February 28, 2017 pursuant to a Schedule 14C Information Statement.
As a result of the Reverse Stock Split, every thirty (30) shares of the issued and outstanding common stock of the Company will be converted into one (1) share of common stock and every thirty (30) shares of the issued and outstanding preferred stock of the Company will be converted into one (1) share of preferred stock. All fractional shares created by the Reverse Stock Split will be rounded up to the nearest whole share. Each shareholder will receive at least one share. The number of the Company’s authorized shares of common stock and preferred stock will not change.
A new CUSIP number has been issued for the Company’s common stock (“206065302”) to distinguish stock certificates issued after the effective date of the Reverse Stock Split. The Company does not have a CUSIP number for its preferred stock. The Company’s old common stock CUSIP number was 206065203.
The common stock will begin trading on a split-adjusted basis on December 15, 2017 on OTC Markets under the ticker symbol “CNCGD”. The “D” is appended at the end of the ticker symbol to signify the split for twenty (20) trading days at which time the symbol will revert back to “CNCG.”
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
Press Release of Concierge Technologies, Inc., dated December 14, 2017. |
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.
Date: December 14, 2017 CONCIERGE TECHNOLOGIES, INC.
By: /s/ Nicholas Gerber
Nicholas Gerber
Chief Executive Officer
EXHIBIT 99.1
Concierge Technologies Announces Reverse Stock Split
Valley Center, CA, December 14, 2017, Concierge Technologies, Inc. (OTC:CNCG) today announced a 1-for-30 reverse split of its issued and outstanding common and preferred stock to become effective December 15, 2017. The common stock will begin trading on a split-adjusted basis on December 15, 2017 on OTC Markets under the ticker symbol “CNCGD”. The “D” is appended at the end of the ticker symbol for twenty (20) trading days at which time the symbol will revert back to “CNCG.” There is no proportional split of the Company’s authorized share count.
The Company’s shareholders approved the reverse stock split pursuant to a majority written consent of the shareholders on February 13, 2017 which granted discretion to the board of directors of the Company to implement the reverse split by the end of 2017. Notice of shareholder approval was mailed to the Company’s shareholders on February 28, 2017 pursuant to a 14C Information Statement. The board of directors formally approved the December 15, 2017 effective date by unanimous written consent on November 17, 2017.
The reverse stock split is being implemented by Concierge to allow the holders of Series B Voting, Convertible, Preferred stock to convert those shares to common stock. Prior to the reverse stock split the Company did not have sufficient authorized, unissued, shares of common stock available to allow the conversion. By implementing the reverse stock split, the Company also hopes to gain broader access to the institutional investment community and improve the marketability and liquidity of the common stock for its shareholders and investors.
The reverse split reduced the number of shares of Concierge’s outstanding common stock from 886,753,847 to 29,558,622 and its outstanding Series B preferred stock from 13,108,474 to 436,951. Fractional shares will be rounded to the nearest whole number but every shareholder will be entitled to at least one whole share.
Additional information about the reverse stock split can be found in the Company’s Form 8-K filed with the Securities and Exchange Commission on December 14, 2017.
About Concierge Technologies, Inc.
Founded in 1996, Concierge Technologies, Inc. today is a global conglomerate with operating businesses in financial services, food manufacturing, and security systems with facilities located in the U.S., New Zealand, and Canada. Concierge’s common stock is listed as “CNCG” on the OTC QB Exchange.
This release may contain "forward-looking statements" that include information relating to future events and future financial and operating performance. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. For a more detailed description of the risk factors and uncertainties affecting Concierge Technologies or its subsidiary companies, please refer to the Company's recent Securities and Exchange Commission filings, which are available at the Company’s website (http://www.conciergetechnology.net) or at www.sec.gov.
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Media Contact: |
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Katie Rooney Chief Communications Officer Phone: 614.775.1246 Email address: krooney@conciergetechnology.net |