UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2019
GOPHER PROTOCOL INC.
(Exact name of small business issuer as specified in its charter)
| Nevada | 000-54530 | 27-0603137 |
| (State or other jurisdiction of incorporation or organization) | Commission File Number | (I.R.S. Employer Identification No.) |
2500 Broadway, Suite F-125, Santa Monica, CA 90404
(Address of principal executive offices) (Zip code)
Registrant’s telephone number including area code: 424-238-4589
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 Instructions 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 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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Section 8 - Other Events
Item 8.01 Other Events
On May 20, 2019, Gopher Protocol Inc. (the “Company”) was made aware by OTC Markets Group of recent promotional activities surrounding the Company’s common stock. As a result of these promotional activities, OTC Markets decided to quote GOPH on its Pink® Open Market and in substitution for quoting GOPH on its OTCQB® Venture Market, effective May 22, 2019. On May 24, 2019, the Company issued a press release pertaining to promotional activity and the change in quotation platforms for the Company’s common stock. A copy of the press release is attached hereto as Exhibit 99.1.
The activities may involve promotional newsletters, styled as “paid announcements” of Stellar Media Group, LLC, which was compensated $15,000 by a third party – WWMG, LLC. The paid announcements were released under the names, PennyPicks, DamnGood Penny Picks, and BeatPennyStocks. Each of the paid announcements encouraged investors to put the Company’s common stock on their watch list. These apparent third-party promotional activities coincided with higher than average trading volume and fluctuations in the Company’s stock price. The Company was unaware of any promotional activity until it was informed by OTC Markets. Further, the Company is unaware of the full nature of the promotional activity, the extent of the paid announcements’ dissemination, or the responsible parties.
None of the Company, its officers, directors, employees, consultants, and, to the Company’s knowledge, its controlling or affiliated stockholders (i.e., stockholders who own 10% or more of the Company’s issued and outstanding common stock) has, directly or indirectly, authorized or been involved in any way (including any payments to one or more third-parties) with the authorization, creation, or distribution of any promotional materials, including those noted above; and that none of the Company, its officers, directors, employees, consultants, and, to the Company’s knowledge, the only potentially controlling or affiliated stockholder who sold or purchased shares of common stock of the Company within the last 30 days is an institutional investor that, effective December 3, 2018, purchased a Senior Secured Redeemable Convertible Debenture from the Company. The Company believes that investor meets the criteria to be considered to be an “affiliate” of the Company.
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Section 9 - Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit Number | Description | |
| 99.1 | Press Release dated May 24, 2019 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GOPHER PROTOCOL INC.
By:/s/ Douglas Davis
-----------------------------------------
Name: Douglas Davis
Title: Chief Executive Officer
Date: May 24, 2019
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Exhibit 99.1
Gopher Protocol Issues Statement About Recent Stock Trading Activity – Notice to the Public to Rely on Information only Provided by the Company
Gopher Protocol Inc. (“Gopher” or the “Company”) today announced that on May 20, 2019, it was made aware by OTC Markets Group of recent promotional activities surrounding the Company’s common stock. As a result of these promotional activities, OTC Markets has decided to quote GOPH on its Pink® Open Market and in substitution for quoting GOPH on its OTCQB® Venture Market.
The activities may involve promotional newsletters, styled as “paid announcements” of Stellar Media Group, LLC, which was compensated $15,000 by a third party – WWMG, LLC. The paid announcements were released under the names, PennyPicks, DamnGood Penny Picks, and BeatPennyStocks. Each of the paid announcements encouraged investors to put the Company’s common stock on their watch list. These apparent third-party promotional activities coincided with higher than average trading volume and fluctuations in the Company’s stock price. The Company was unaware of any promotional activity until it was informed by OTC Markets. Further, the Company is unaware of the full nature of the promotional activity, the extent of the paid announcements’ dissemination, or the responsible parties.
None of the Company, its officers, directors, employees, consultants, and, to the Company’s knowledge, its controlling or affiliated stockholders (i.e., stockholders who own 10% or more of the Company’s issued and outstanding common stock) has, directly or indirectly, authorized or been involved in any way (including any payments to one or more third-parties) with the authorization, creation, or distribution of any promotional materials, including those noted above; and that none of the Company, its officers, directors, employees, consultants, and, to the Company’s knowledge, the only potentially controlling or affiliated stockholder who sold or purchased shares of common stock of the Company within the last 30 days is an institutional investor that, effective December 3, 2018, purchased a Senior Secured Redeemable Convertible Debenture from the Company. The Company believes that investor meets the criteria to be considered to be an “affiliate” of the Company.
In December 2018, the Company sold and issued certain convertible instruments that permit the holder’s conversion of the instruments into shares of the Company’s common stock at prices that constitute a discount to the market rate at the time of the conversion. Each related financing transaction related to such sales and issuances was disclosed in the periodic reports that the Company filed with the Securities and Exchange Commission and the Company did not engage in any similar issuances that it did not disclose in that manner.
The Company routinely responds to inquiries from stockholders, potential investors, and investment analysts, and generates its own press releases. As such, the Company urges persons interested in the Company, whether or not they are currently stockholders of the Company, to visit the Company’s website and only to rely on information about the Company and about the industry sectors in which it operates that the Company has released. The Company is pleased to address any verification of public material through this designated email address: info@gopherprotocol.com.
The Company is not affiliated in any way with the authors of any promotional “newsletters,” paid announcements, or other such materials. The Company routinely issues press releases in the regular course of its business and includes disclosure of its business activities of the Company in its filings with the Securities and Exchange Commission. Investors are strongly encouraged to rely only on information provided directly by the Company.
About Gopher Protocol Inc.
Gopher Protocol Inc. (OTCPINK: GOPH) (“Gopher”) (http://gopherprotocol.com/) is a development-stage company which considers itself a native IoT creator, developing Internet of Things (IoT) and Artificial Intelligence (AI) enabled mobile technology platforms. Gopher has a portfolio of Intellectual Property that, when commercialized, will include smart microchips, mobile and security applications and protocols, and supporting cloud software. Gopher’s system envisions the creation of a global mesh network. The core of the system will be its advanced microchip technology that can be installed in any mobile or fixed device worldwide. Gopher envisions this system as a low-cost, secure, private mesh network between any enabled devices, providing shared processing, advanced mobile database management/sharing and enhanced mobile features as an alternative to traditional carrier services.
https://www.avant-ai.net
Forward-Looking Statements
Certain statements contained in this press release may constitute “forward-looking statements”. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors as disclosed in our filings with the Securities and Exchange Commission located at their website (http://www.sec.gov). In addition to these factors, actual future performance, outcomes, and results may differ materially because of more general factors including (without limitation) general industry and market conditions and growth rates, economic conditions, governmental and public policy changes, the Company’s ability to raise capital on acceptable terms, if at all, the Company’s successful development of its products and the integration into its existing products and the commercial acceptance of the Company’s products. The forward-looking statements included in this press release represent the Company’s views as of the date of this press release and these views could change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of the press release.
Contact:
Doug
Davis, CEO
Gopher Protocol Inc.
Media: press@gopherprotocol.com