UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): October 25, 2013
BE ACTIVE HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 333-174435 | | 68-0678429 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | | |
| | | | | |
| 1010 Northern Blvd., Great Neck, NY | | 11021 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 212-736-2310
(Former name or former address, if changed since last report)
Copies to:
Harvey J. Kesner, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Telephone: (212) 930-9700
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Material Modification to Rights of Security Holders. |
On October 25, 2013, the Board of Directors (the “Board”) of Be Active Holdings, Inc. (the “Company”) voted to approve amending the previously filed Certificate of Designation for its shares of Series B Convertible Preferred Stock (the “Series B Shares”) to extend the date on which the Series B Shares would automatically convert into such number of fully paid and non-assessable shares of Common Stock as shall cause the holder to own, along with any other securities of the Company beneficially owned on the conversation date by them, 13.334% of the issued and outstanding Common Stock of the Company, from the date six months from the date of issuance of such Series B Shares to such date twelve months from the date of issuance of such Series B Shares (the “Amendment”).
Also on October 25, 2013, all of the holders of the Company’s Series B Shares voted unanimously to approve the Amendment. Accordingly, the Company filed an amendment to the Certificate of Designation of the Series B Convertible Preferred Stock with the Secretary of State of the State of Delaware representing the Amendment, which is attached hereto as Exhibit 10.1.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information contained in Item 3.03 is hereby incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
| Description |
| | |
| 10.1 | Amendment to Series B Convertible Preferred Stock Certificate of Designation |
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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 thereunto duly authorized.
Date: October 31, 2013
| | BE ACTIVE HOLDINGS, INC. | |
| | | | |
| | By: | /s/ Saverio Pugliese | |
| | | Name: Saverio Pugliese | |
| | | Title: President | |
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