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
Date
of Report:
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State of Incorporation) | Commission File Number | (IRS EIN) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
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 Symbol(s) | Name of Each Exchange on 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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; Change in Fiscal Year
On February 6, 2024, Pacific Ventures Group, Inc. (the “Company”) effected a reverse split (“Reverse Stock Split”) of its issued common stock in a ratio of 250-for-1, as previously approved by its majority shareholder and Board of Directors. The Company’s symbol will be appended with the letter “D” which will be removed in 20 business days, at which time the symbol will revert back to PACV.
As a result of the Reverse Stock Split, every 250 shares of the Company’s issued and outstanding common stock, par value $.0001 per share, will be converted into one (1) share of common stock, par value $.001 per share, reducing the number of issued and outstanding shares of the Company’s common stock. The Company’s authorized shares are 900,000,000 (Nine Hundred Million). The new CUSIP number for the Company’s common stock will be 93208X201.
No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-reverse stock split shares of the Company’s common stock not evenly divisible by 250, will have the number of post-reverse split shares of the Company’s common stock to which they are entitled rounded up to the nearest whole number of shares of the Company’s common stock. No stockholders will receive cash in lieu of fractional shares.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. | Description | ||
3.1 | Certificate of Amendment to the Certificate of Incorporation of the Company filed on August 25, 2023 (incorporated by reference to Exhibit 3.4 of the Company’s Quarterly Report on Form 10-Q dated November 20, 2023) | ||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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.
Pacific Ventures Group, Inc. | ||
Dated: February 6, 2024 | By: | /s/ Shannon Masjedi |
Shannon Masjedi, CEO |
Cover |
Feb. 06, 2024 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Feb. 06, 2024 |
Current Fiscal Year End Date | --12-31 |
Entity File Number | 000-54584 |
Entity Registrant Name | PACIFIC VENTURES GROUP, INC. |
Entity Central Index Key | 0000882800 |
Entity Tax Identification Number | 75-2100622 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 117 W 9th St. Suite 316 |
Entity Address, City or Town | Los Angeles |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 90015 |
City Area Code | (310) |
Local Phone Number | 392-5606 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Entity Emerging Growth Company | false |
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