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 24, 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 3 – Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
Incorporated by reference from Item 8.01 of this Currenet Report on Form 8-K.
Section 5 – Corporate Governance and Management Item
5.01 Changes in Control of Registrant.
Incorporated by reference from Item 8.01 of this Currenet Report on Form 8-K.
Section 8 - Other Events
Item 8.01 Other Events
In connection with that certain Senior Secured Redeemable Convertible Debenture dated December 3, 2018, and the related transaction documents between a third-party institutional investor (the “Investor”) and Gopher Protocol Inc. (the “Company”) (collectively, the “Debenture”) and related correspondence (the “TA Letter”) with the Company’s former transfer agent, as accepted by the Company’s current transfer agent (the “Transfer Agent”), the Investor advised the Transfer Agent, on or about May 17, 2019, “[p]ursuant to section (c) of the first paragraph of the attached irrevocable instruction letter, Investor hereby requests that, in addition to the current shares reserved for Investor, all remaining authorized but unissued and unreserved shares be reserved for Investor” (the “Reservation”). Further, the Investor submitted a “Delivery Notice,” dated May 17, 2019, that was received by the Company’s Transfer Agent in respect of the Investor’s request for the issuance of 21,638,095 (the Delivery Notice was for 31,137,366 shares, less 9,499,271 previously issued) shares of the Company’s common stock (the “Referenced 31,137,366 Shares”).
As previously disclosed, as of May 22, 2019, the Company’s common stock is no longer quoted on the OTCQB® Venture Market, but rather on the Pink® Open Market. Accordingly, because the Securities and Exchange Commission does not view the Pink® Open Market as a market on which secondary sales may be made pursuant to Registration Statements on Form S-3 and the related 424(B)(2) Prospectuses, resales by the Investor of the Company’s common stock resulting from its conversion of the Company’s economic obligations to it under the Debenture must be accomplished pursuant to the exemption from registration provided by Rule 144.
Because the Investor’s requested Reservation demonstrates a certain control over the Company’s finances and operations, the Company believes that the Investor has become an “affiliate” of the Company, as that term is defined in Rule 144(a)(1). Further, the issuance of the Referenced 31,137,366 Shares to the Investor resulted in the Investor owning in excess of 10% of the currently issued and outstanding shares of the Company’s common stock, an additional reason by virtue of which the Company believes Investor has become an “affiliate” of the Company.
The Transfer Agent believes that, in accordance with terms of the TA Letter, it may be required to (i) accede to the Investor’s Reservation notice and (ii) issue the Referenced 31,137,366 Shares of common stock, although the Company believes that neither the TA Letter nor the Debenture provides any legal basis for either such action. Nevertheless, the Company, under protest, permitted the Transfer Agent to (i) accede to the Investor’s Reservation notice and (ii) issue the Referenced 31,137,366 Shares of common stock in restricted book entry format. The Company expects that it will initiate dispute resolution proceedings against the Investor in connection with (i) the Investor’s Reservation notice and (ii) the issuance of the Referenced 31,137,366 Shares of common stock.
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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 Pertaining to Affiliate Status of Third Party Institutional Investor
Gopher Protocol Inc. (“Gopher” or the “Company”) today announced that on or about May 17, 2019 its third party institutional investor (the “Investor”) holding its Senior Secured Redeemable Convertible Debenture dated December 3, 2018 (the “Debenture”) directed Gopher’s transfer agent to reserve all remaining authorized but unissued and unreserved shares for the conversions under the Debenture. Further, the Investor also submitted a “Delivery Notice,” dated May 17, 2019, that was received by the Company’s Transfer Agent in respect of the Investor’s request for the issuance of 21,638,095 (the Delivery Notice was for 31,137,366 shares, less 9,499,271 previously issued) shares of the Company’s common stock. The issuance of the 21,638,095 shares to the Investor associated with the Delivery Notice resulted in the Investor owning in excess of 10% of the currently issued and outstanding shares of the Company’s common stock
Due to the element of control over the Company’s finances and operations associated with the reservation and the Investor’s ownership exceeding 10% of the issued and outstanding shares of common stock, Gopher believes that the Investor has become an “affiliate” of the Company, as that term is defined in Rule 144(a)(1).
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