Exhibit 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 Under
the Securities Exchange Act of 1934
For the month of November 2023
Commission File Number: 001-38304
DOGNESS (INTERNATIONAL) CORPORATION
(Registrant’s name)
No. 16 N. Dongke Road, Tongsha Industrial Zone
Dongguan, Guangdong
People’s Republic of China 523217
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F ☒ | Form 40-F ☐ |
Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXPLANATORY NOTE
On November 6, 2023, Dogness (International) Corporation, a British Virgin Islands company (the “Company”), announced (i) a share consolidation of the Company’s issued and outstanding Class A common shares (“Class A Shares”) at the ratio of one-for-twenty (the “Share Consolidation”) and (ii) an amendment of the Company’s Memorandum and Articles of Association (the “Amended and Restated M&A”) to change its authorized shares from 90,931,000 Class A Shares with $0.002 par value per share and 19,069,000 Class B common shares (“Class B Shares”) with $0.002 par value per share to an unlimited number of authorized Class A Shares and Class B Shares, each without par value.
Reason for the Share Consolidation
The Share Consolidation was effected to enable the Company to meet the NASDAQ continued listing standards relating to the minimum bid price.
Effects of the Share Consolidation
Effective Date; Symbol; CUSIP Number. The Share Consolidation will become effective on November 7, 2023 and will be reflected with the NASDAQ Capital Market and in the marketplace at the open of business on November 7, 2023 (the “Effective Date”), whereupon the Class A Shares will begin trading on a split-adjusted basis. In connection with the Share Consolidation, the Company’s Class A Shares will be listed for trading on NASDAQ Capital Market under the same symbol “DOGZ” but will trade under a new CUSIP Number, G2788T111.
Split Adjustment; No Fractional Shares. On the Effective Date, the total number of the Company’s Class A Shares held by each shareholder will be converted automatically into the number of whole Class A Shares equal to (i) the number of issued and outstanding Class A Shares held by such shareholder immediately prior to the Share Consolidation, divided by (ii) twenty (20).
No fractional Class A Shares will be issued to any shareholders in connection with the Share Consolidation. The Company will purchase, redeem or otherwise acquire at market value any fractional shares. No change will occur with respect to the issued and outstanding Class B Shares.
Non-Certificated Shares; Certificated Shares. Shareholders who are holding their Class A Shares in electronic form at brokerage firms do not have to take any action as the effect of the Share Consolidation will automatically be reflected in their brokerage accounts.
Shareholders holding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent, Transhare Corporation, at the address given below. The transfer agent will issue a new share certificate reflecting the terms of the Share Consolidation to each requesting shareholder. Please contact Transhare Corporation for further information, related costs and procedures before sending any certificates.
Transhare Corporation
17755 North US Highway 19 Suite 140
Clearwater, FL 33764
Tel: (303) 662-1112
British Virgin Islands Filing. The Share Consolidation was effected by the Company’s filing of the Amended and Restated Memorandum and Articles of Association (“Amended and Restated M&A”) with the Registrar of Corporate Affairs in the British Virgin Islands on October 18, 2023. A copy of the Amended and Restated M&A is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Authorized Shares. At the time the Share Consolidation is effective, the number of shares the Company is authorized to issue will change from 110,000,000 shares divided into: (i) 90,931,000 Class A shares, each with a par value of US$0.002 and (ii) 19,069,000 Class B shares, each with a par value of US$0.002 to an unlimited number of Class A Shares of no par value each and an unlimited number of Class B Shares of no par value each.
Capitalization. Immediately prior to the Effective Date, there were 31,055,259 Class A Shares outstanding. As a result of the Share Consolidation, there are approximately 1,552,763 Class A Shares outstanding (subject to redemptions of fractional shares). Before and after the Share Consolidation, the outstanding Class B Shares remaining the same as 9,069,000 shares.
The Company continues to meet all other listing standards, and the Company issued a press release announcing the foregoing matters on November 6, 2023.
EXHIBIT INDEX
| Exhibits No. | Description | |
| 3.1 | Third Amended and Restated Memorandum and Articles of Association | |
| 99.1 | Press release dated November 6, 2023 |
| 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, thereunto duly authorized.
| Dogness (International) Corporation | ||
| Date: November 6, 2023 | By: | /s/ Silong Chen |
| Name: | Silong Chen | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) and Duly Authorized | ||
| Officer | ||
| 3 |
Exhibit 3.1
Exhibit 99.1
Dogness (International) Corporation Announces 1-for-20 Class A Common Share Consolidation
PLANO, Texas, November 6, 2023– Dogness (International) Corporation (NASDAQ: DOGZ) (“Dogness” or the “Company”), a developer and manufacturer of a comprehensive line of Dogness-branded, OEM and private label pet products, announced today that the Company’s board of directors approved on October 18, 2023 to amend its Memorandum and Articles of Association. This amendment will result in a change to the Company’s authorized shares and par value and effect a share consolidation of the Company’s issued and outstanding Class A common shares (“Class A Shares”) at the ratio of 1-for-20 with the marketplace effective date of November 7, 2023.
The objective of the share consolidation is to enable the Company to regain compliance with Nasdaq Marketplace Rule 5550(a)(2) and maintain its listing on Nasdaq. The Company continues to meet all other listing standards.
Beginning with the opening of trading on November 7, 2023, the Company’s Class A Shares will trade on the Nasdaq Capital Market on a split-adjusted basis, under the same symbol “DOGZ” but under a new CUSIP Number, G2788T111.
As a result of the share consolidation, each twenty Class A Shares outstanding will automatically combine and convert to one issued and outstanding common share without any action on the part of the shareholders. No fractional Class A Shares will be issued to any shareholders in connection with the share consolidation, and such fractional shares will be redeemed by the Company.
At the time the Share Consolidation is effective, the number of shares the Company is authorized to issue will change from 110,000,000 shares divided into: (i) 90,931,000 Class A shares, each with a par value of US$0.002 and (ii) 19,069,000 Class B shares, each with a par value of US$0.002 to an unlimited number of Class A Shares of no par value each and an unlimited number of Class B Shares of no par value each. The share consolidation will reduce the number of Class A Shares outstanding from 31,055,259 to approximately 1,552,763 (subject to the redemption of the fractional shares). Both before and after the Share Consolidation, the outstanding number of Class B Shares is 9,069,000 shares.
About Dogness
Dogness (International) Corporation was founded in 2003 from the belief that dogs and cats are important, well-loved family members. Through its smart products, hygiene products, health and wellness products, and leash products, Dogness’ technology simplifies pet lifestyles and enhances the relationship between pets and pet caregivers. The Company ensures industry-leading quality through its fully integrated vertical supply chain and world-class research and development capabilities, which has resulted in over 200 patents and patents pending. Dogness products reach families worldwide through global chain stores and distributors. For more information, please visit: ir.dogness.com.
Forward Looking Statements
No statement made in this press release should be interpreted as an offer to purchase or sell any security. Such an offer can only be made in accordance with the Securities Act of 1933, as amended, and applicable state securities laws. Certain statements in this press release concerning our future growth prospects are forward-looking statements regarding our future business expectations intended to qualify for the “safe harbor” under the Private Securities Litigation Reform Act of 1995, which involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding lingering effects of the Covid-19 pandemic on our customers’ businesses and end purchasers’ disposable income, our ability to raise capital on any particular terms, fulfillment of customer orders, fluctuations in earnings, fluctuations in foreign exchange rates, our ability to manage growth, our ability to realize revenue from expanded operation and acquired assets in China and the U.S., our ability to attract and retain highly skilled professionals, client concentration, industry segment concentration, reduced demand for technology in our key focus areas, our ability to successfully complete and integrate potential acquisitions, and unauthorized use of our intellectual property and general economic conditions affecting our industry. Additional risks that could affect our future operating results are more fully described in our United States Securities and Exchange Commission filings. These filings are available at www.sec.gov. Dogness may, from time to time, make additional written and oral forward-looking statements, including statements contained in the Company’s filings with the Securities and Exchange Commission and our reports to shareholders. In addition, please note that any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of the date of this press release. The Company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the Company unless it is required by law.
For more information, please contact:
Wealth Financial Services LLC
Connie Kang, Partner
Email: ckang@wealthfsllc.com
Tel: +86 1381 185 7742 (CN)