8-K

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): April 16, 2021

CCUR Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-37706	04-2735766
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6470 East Johns Crossing, Suite 490, Duluth, Georgia	30097
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (770) 305-6434

Not Applicable

(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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name on exchange which registered
None

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

At meetings of the board of directors (the “Board”) of CCUR Holdings, Inc. (the “Company”) on December 21, 2020 and February 6, 2021, the Board approved an amendment to the Company’s certificate of incorporation to effect a 1-for-3,000 reverse stock split of the Company’s common stock (the “Reverse Stock Split”) whereby:

• The Company’s stockholders who held less than 3,000 shares of existing common stock on the effective date of the Reverse Stock Split would receive cash in the amount of $2.86 per share of existing pre-reverse split common stock; and

• The Company’s stockholders who held more than 3,000 shares of existing common stock on the effective date of the Reverse Stock Split would receive:

o one share of new common stock for each 3,000 shares of existing common stock held on the effective date of the Reverse Stock Split; and

o cash in lieu of any fractional share of new common stock that such holder would otherwise be entitled to receive on the basis of $2.86 per share of existing common stock.

Also on December 21, 2020, the holders of a majority of the Company’s outstanding shares of common stock executed a written consent approving such amendment. On March 26, 2021, the Company filed a definitive information statement on Schedule 14C describing, among other matters, the Reverse Stock Split and its consequences, and the Company mailed a copy of such definitive information statement to its shareholders on or about April 2, 2021.

On April 16, 2021, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware to effectuate the Reverse Stock Split, and such amendment was effective as of 12:01 a.m. on April 22, 2021.

As a result of the Reverse Stock Split, the number of holders of the Company’s common stock was reduced to fewer than three hundred. On the date hereof, the Company is filing a Form 15 with the United States Securities and Exchange Commission (the “SEC”) to terminate the registration of the Company’s common stock and to cease reporting as a public company. As a result of filing the Form 15, the Company expects that it will no longer be required to file periodic reports with the SEC or be subject to the reporting or other obligations under the Securities Exchange Act of 1934, as amended. The deregistration of the Company’s common stock will have the effect of terminating the quotation of its common stock on the OTCQB market maintained by the OTC Markets Group, Inc.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibit Number	Description.
	3.1	Certificate of Amendment to the Restated Certificate of Incorporation filed April 16, 2021.

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.

Date: April 22, 2021	CCUR HOLDINGS, INC.
	By:	/s/ Igor Volshteyn
		Name: Igor Volshteyn
		Title: President and Chief Operating Officer

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE RESTATED CERTIFICATE OF INCORPORATION

OF

CCUR HOLDINGS, INC.

The undersigned, being the President of CCUR Holdings, Inc., a corporation existing under the laws of the State of Delaware, does hereby certify as follows:

1.          The name of the Corporation is CCUR Holdings, Inc. (the “Corporation”).

2.           1.          The restated certificate of incorporation of the Corporation is hereby amended by replacing the second paragraph of Article FOURTH, in its entirety, with the following:

“Effective as of 12:01 a.m., local time on April 22, 2021 (the “Effective Time”), the issued shares of common stock, with a par value of $0.01 per share (“Old Common Stock”), outstanding or held as treasury shares, shall automatically without any action on the part of the holders of the Old Common Stock be reverse split (the “Reverse Split”) on a one-for-three thousand basis so that three thousand (3,000) shares of Old Common Stock shall be converted into and reconstituted as one (1) share of common stock, with a par value of $0.01 per share (“New Common Stock”). No fractional shares shall be issued upon the Reverse Split. All shares of Old Common Stock shall be aggregated for purposes of determining whether the Reverse Split would result in the issuance of any fractional share. If, after the aforementioned aggregation, the Reverse Split would result in the issuance of a fraction of a share of New Common Stock, then any fractional shares resulting will be exchanged for cash at $2.86 per share of Old Common Stock in such fractional share. Each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Old Common Stock (the “Old Certificates”) shall, from and after the Effective Time, be entitled to receive a certificate or certificates (the “New Certificates”) representing the shares of New Common Stock into which the shares of Old Common Stock formerly represented by such Old Certificates are reclassified under the terms hereof (unless they are to receive cash for a fractional share). Until surrender, each Old Certificate will continue to be valid and represent New Common Stock equal to one-three thousandth the number of shares of Old Common Stock, excluding any fractional shares.”

3.          The foregoing amendment of the Certificate of Incorporation of the Corporation has been duly adopted by the unanimous written consent of the Corporation’s Board of Directors and a majority of the Corporation’s shareholders in accordance with the provisions of Sections 141(f), 228 and 242 of the General Corporation Law of the State of Delaware.

4.          The foregoing amendment shall be effective as of 12:01 a.m. on April 22, 2021.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Corporation's Certificate of Incorporation to be signed by Igor Volshteyn, its President, this 16th day of April, 2021.

CCUR HOLDINGS, INC.
By:	/s/ Igor Volshteyn
	Igor Volshteyn, President