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): July 10, 2017
MOBETIZE CORP.
(Exact name of registrant as specified in its charter)
Nevada
333-181747
99-0373704
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
8105 Birch Bay Square Street, Suite 205 Blaine, Washington 98230
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (778) 588-5563
n/a
(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))
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.
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On July 11, 2017 (“Effective Date”), on the open of business, a one for one hundred (1/100) reverse stock split
of the issued and outstanding common stock, par value $0.001 per share (“Common Stock”), of Mobetize Corp.
(“Company”) was effected (“Reverse Stock Split”).
On July 10, 2017, the Company filed a certificate of amendment to its Articles of Incorporation (“Articles”) as
amended (“Amendment”) with the Nevada Secretary of State.
The Amendment decreased the number of authorized shares of Common Stock from five hundred and
twenty-five million (525,000,000) shares par value $0.001 to two hundred and fifty million (250,000,000)
shares par value $0.001 and decreased the number of authorized preferred shares (“Preferred Stock”)
from two hundred and fifty million (250,000,000) shares par value $0.001 to seventy-five million
shares (75,000,000) par value $0.001with no change in the number of designated or outstanding Series
A preferred shares or Series B preferred shares.
The Company notified Financial Regulatory Authority, Inc. (“FINRA”) of its intention to effect the Reverse
Stock Split, as required by Rule 10b-17 under the Securities Exchange Act of 1935, as amended. FINRA
determined that the Reverse Stock Split could be effected on July 11, 2017.
On the Effective Date, the Company's trading symbol changed to “MPAYD” for a period of 20 business days,
after which period the Company’s trading symbol will revert to the original symbol of “MPAY.” In connection
with the Reverse Stock Split, the Company's CUSIP number has changed to 607050408. The Company’s
transfer agent is VStock Transfer, LLC.
A copy of the Amendment is attached to this Current Report as Exhibit 3.1 and is incorporated by reference
herein.
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ITEM 7.01
REGULATION FD DISCLOSURE
Attached hereto as Exhibit 99.1, the Company has made available on its corporate website,
http://www.mobetize.com, news for its shareholders and other interested parties in connection with the Reverse
Split and the Amendment.
The information in this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed to be
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall same be
deemed to be incorporated by reference in any filings under the Securities Act of 1933, as amended, or the
Securities and Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless
of any general incorporation language in any such filings, except to the extent expressly set forth by specific
reference in such filing
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ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
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(d)
Exhibits
The exhibits required to be attached by Item 601 of Regulation S-K are filed herewith.
Exhibit No.
Description
Certificate of Amendment, dated July 10, 2017, to the Articles of Incorporation of
Mobetize Corp
News Release dated July 10, 2017.
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.
Mobetize Corp.
Date
By: /s/ Ajay Hans
July 10, 2017
Name: Ajay Hans
Title: Chief Executive Officer
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