UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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):
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Agape ATP Corporation (the “Company”) filed on August 15, 2024 a Certificate of Change Pursuant to NRS 78.209 of the Company with the Secretary of State of the State of Nevada (the “Certificate of Change”) to effect a 1-for-20 reverse stock split (the “reverse stock split”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) on August 30, 2024. The Certificate of Change also decreases the number of authorized shares of Common Stock from 1,000,000,000 to 50,000,000. No fractional shares will be issued in connection with the reverse stock split and fractional shares will be rounded up to the nearest whole number.
The Common Stock will begin trading on a reverse stock split-adjusted basis on the Nasdaq Capital Market when the market opens on August 30, 2024. The trading symbol for the Common Stock will remain “ATPC.” The Common Stock was assigned a new CUSIP number (008389 207) following the reverse stock split.
The Company will adjust the number of shares available for the number of outstanding awards, the exercise price per share of outstanding stock options and other terms of outstanding awards issued to reflect the effects of the reverse stock split.
The foregoing description of the Certificate of Change does not purport to be complete and is qualified in its entirety by reference to the Certificate of Change, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosures.
On August 28, 2024, the Company issued a press release announcing the anticipated completion of the reverse stock split. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01 and the accompanying exhibit is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this Item 7.01 and the accompanying exhibit shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01. Financial Statements and Exhibits.
c) Exhibits
| 3.1 | Certificate of Change of Agape ATP Corporation |
| 99.1 | Press Release, dated August 28, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
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.
| AGAPE ATP CORPORATION | ||
| Date: August 28, 2024 | By: | /s/ How Kok Choong |
| Name: | How Kok Choong | |
| Title: | Chief Executive Officer, President, Director, Secretary and Treasurer (Principal Executive Officer) | |
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