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): November 6, 2023
Unicoin, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | | 000-56276 | | 47-4360035 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
228 Park Ave South 16065 New York, New York | | 10003 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number including area code: (844) 384-5069
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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 2.02 | Results of Operations and Financial Condition. |
On November 6, 2023, Unicoin Inc. (the “Company”) held a Special Meeting of Stockholders (the “Meeting”), during which a slide presentation containing unaudited and previously nonpublic financial data was presented to attendees of the Meeting. Such presentation contained an unaudited third-quarter 2023 Income Statement and Balance Sheet, as well as additional cost, revenue, expense and asset data, and other nonpublic information. A copy of the presentation is attached hereto as Exhibit 99.1 and is incorporated by reference in its entirety into this Item 2.02.
The information furnished in this Item 2.02 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 that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On November 6, 2023, at the Meeting, the Company announced that the following items would be submitted to a vote of stockholders, with a voting mechanism to be distributed to stockholders within approximately four days after the Meeting:
Unicoin Classes
| | 1. | Create and tokenize more than one class of unicoins, such that there shall be issued a United States security token class, and one or more classes of non-United States tokens to provide a wide choice of trading platforms. |
| | 2. | Tokenize unicoins as a security token only. |
Listing Preferences
| | 1. | Seek to increase the portfolio of assets to a target value of $3 Billion, and then proceed with listings on trading platforms or exchanges, with the Board of Directors determining the optimal market conditions for such listings and trading. |
| | 2. | Seek listing of unicoins on trading platforms as soon as possible. |
The Company shall file an amended report on Form 8-K under this Item 5.07 to disclose the final voting results within four business days after the final voting results are known.
Some of the statements contained in this Current Report on Form 8-K discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information. In this Current Report on Form 8-K, forward-looking statements are generally identified by the words such as “anticipate”, “plan”, “believe”, “expect”, “estimate”, and the like. Forward-looking statements involve future risks and uncertainties, there are factors that could cause actual results or plans to differ materially from those expressed or implied. These statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and is derived using numerous assumptions. A reader, whether investing in the Company’s securities or not, should not place undue reliance on these forward-looking statements, which apply only as of the date of this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
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.
| UNICOIN INC. | |
| | | |
| By: | /s/ Richard Devlin | |
| Name: | Richard Devlin | |
| Title: | Senior Vice President and General Counsel | |
Dated: November 13, 2023
