0001654954-18-000070.txt : 20180104 0001654954-18-000070.hdr.sgml : 20180104 20180103174449 ACCESSION NUMBER: 0001654954-18-000070 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171229 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events FILED AS OF DATE: 20180104 DATE AS OF CHANGE: 20180103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HotApp International, Inc. CENTRAL INDEX KEY: 0001600347 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 454742558 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-194748 FILM NUMBER: 18507049 BUSINESS ADDRESS: STREET 1: 4800 MONTGOMERY LANE STREET 2: SUITE 450 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 301-971-3940 MAIL ADDRESS: STREET 1: 4800 MONTGOMERY LANE STREET 2: SUITE 450 CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: Fragmented Industry Exchange Inc DATE OF NAME CHANGE: 20140214 8-K 1 hab_8k.htm CURRENT REPORT Blueprint
 

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): December 29, 2017
 
HotApp Blockchain Inc.
 (Exact name of registrant as specified in its charter)
 
Delaware
333-194748
47-4742558
(State or other jurisdiction of incorporation)
(Commission File No.)
(IRS Employer Identification No.)
 
4800 Montgomery Lane, Suite 210
Bethesda, MD
20814
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code (301) 971-3940
 
HotApp International, Inc.
Former name or former address, if changed since last report
 
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. ☐ 
 

 
 
 
Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
Name Change
 
On December 29, 2017, the Board of Directors of HotApp International, Inc. (the “Company”) approved a change of the Company’s name from “HotApp International, Inc.” to “HotApp Blockchain Inc.” Singapore eDevelopment Limited, the stockholder holding a majority of the Company’s issued and outstanding common stock, approved this name change on December 29, 2017 and a Certificate of Amendment changing the Company’s name was filed with the State of Delaware on December 29, 2017.
 
Amendment of the Company’s Bylaws
 
On December 29, 2017, the Company’s Board of Directors approved an amendment to the Company’s Bylaws as follows (such changes, the “Amendment”):
 
1.            
The name of the Bylaws shall be amended to: “Bylaws of HotApp Blockchain Inc.”
2. 
The second sentence of Article IV, Section 1 of the Bylaws shall be amended to state “The Board of Directors may consist of 1 to 9 members, as may be determined by the Board from time to time.”
3. 
Article XI shall be amended to state: “These Bylaws may be altered or amended and new Bylaws may be adopted by the shareholders at any annual or special meeting of the shareholders or by the Board of Directors at any regular or special meeting of the Board of Directors; except that, if such action is to be taken at a meeting of the shareholders, notice of the general nature of the proposed change in the Bylaws shall have been given in the notice of the meeting.”
 
Previously, the Bylaws used a prior name for the Company; Article IV, Section 1 had permitted the Board of Directors to consist of a maximum of three individuals; and Article XI had permitted amendments to the Bylaws only by stockholders and not by the Board of Directors.
 
Singapore eDevelopment Limited, the stockholder holding a majority of the Company’s issued and outstanding common stock, approved this Amendment of the Company’s Bylaws on December 29, 2017.
 
Item 5.07    Submission of Matters to a Vote of Security Holders.
 
On December 29, 2017, Singapore eDevelopment Limited, the stockholder holding a majority of the Company’s issued and outstanding common stock, approved the change of the Company’s name and Amendment of the Company’s Bylaws as described in Item 5.03, above, and as incorporated herein by reference thereto.
 
Item 8.01    Other Events.
 
Expansion of Business Activities
 
On December 29, 2017, the Company’s Board of Directors determined that it is in the best interest of the Company to expand its activities to include the development and commercialization of Blockchain related technologies and ICO Technology Consulting in addition to the present activities of the Company.
 
 
 
 
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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.
 
 
 
HotApp Blockchain Inc.
 
 
 
 
 
Date: January 3, 2018
By:  
/s/ Conn Flanigan
 
 
 
Name: Conn Flanigan 
 
 
 
Title: Secretary and Director 
 
 
 
 
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