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): October 2, 2015
YAPPN CORP.
(Exact Name of Small Business Issuer as Specified in Charter)
| Delaware | 000-55082 | 27-3448069 | ||
|
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer | ||
| 1001 Avenue of the Americas, 11th Floor | ||||
| New York, NY | 10018 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Small Business Issuer’s telephone number, including area code: (888) 859-4441
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the small business issuer 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 240.13e-4(c)) |
In this Current Report on Form 8-K, “Company,” “our company,” “us,” and “our” refer to Yappn Corp. and its subsidiaries, unless the context requires otherwise.
Item 3.01 Transfer of Listing
In connection with the Company’s reverse stock split, the Financial Industry Regulatory Authority has assigned the Company a new stock symbol, YPPND.
The Company’s stock will be quoted as YPPND through October 26, 2015, and thereafter, the trading symbol will be YPPN (OTC Markets). The new CUSIP number is US98484T2042. Current stock certificates may be exchanged for new certificates by contacting the Company’s transfer agent, Worldwide Stock Transfer, LLC at:
Worldwide Stock Transfer, LLC
One University Plaza
Suite 505
Hackensack, NJ 07601
Tel (201) 820-2008
Fax (201) 820-2010
www.worldwidestocktransfer.com
Item 5.03 Amendment to Articles of Incorporation or Bylaws
On September 9, 2015, Yappn Corp. amended its Certificate of Incorporation to implement a reverse stock split in the ratio of 1 share for every 10 shares of common stock. This amendment was approved and filed of record by the Delaware Secretary of State on September 9, 2015. FINRA has declared the Company’s 1-for-10 reverse stock split ex-dividend date to be effective as of October 2, 2015. The reverse stock split will reduce the Company’s common stock outstanding from approximately 134,344,806 shares to approximately 13,434,481 shares. All fractional shares will be rounded up and each shareholder will receive new certificates evidencing their post-reverse split shares if and when they present their certificates to the transfer agent. Current stock certificates may be exchanged for new certificates by contacting the Company’s transfer agent, Worldwide Stock Transfer, LLC. The text of the amendment to the Company’s Certificate of Incorporation is incorporated herein and filed as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 3.1 | Articles of Amendment of the Certificate of Incorporation of Yappn Corp. |
| 2 |
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.
| Yappn Corp. | ||
| October 2, 2015 | By: | /s/ David Lucatch |
| David Lucatch | ||
| Chief Executive Officer | ||
3
Exhibit 3.1
| State
of Delaware Secretary of State Division of Corporations Delivered 02:27 PM 09/09/2015 FILED 02:27 PM 09/09/2015 SR 20150060080 - File Number 4893182 |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors of YAPPN CORP.
resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “FOURTH” so that, as amended, said Article shall be and read as follows:
The issued and outstanding Common Stock shall be reduced on the basis of one post-split share of the Common Stock for every 10 pre-split shares of the Common Stock outstanding. The Company will issue an additional share to all holders of fractional shares
SECOND; That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 19TH day of AUGUST, 2015.
| By: | /s/ Craig McCannell | |
| Authorized Officer | ||
| Title: | Chief Financial Officer | |
| Name: | Craig McCannell | |
| Print or Type |