UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/Amendment No. 1
(Mark One)
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015.
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 000-10822
One Horizon Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 46-3561419 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) | |
| T1-017 Tierney Building, University of Limerick, Limerick, Ireland. | N/A | |
| (Address of principal executive offices) | (Zip Code) |
+353-61-518477
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered | |
| n/a | n/a |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.0001
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ |
| Non-accelerated filer ¨ | Smaller reporting company þ |
| (Do not check if smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
The aggregate market value of the 22,406,634 shares of voting and non-voting common equity stock held by non-affiliates of the registrant was approximately $ 70.58 million as of June 30, 2015, the last business day of the registrant’s most recently completed second fiscal quarter, based on the last sale price of the registrant’s common stock on such date of $3.15 per share, as reported on Nasdaq.
As of March 21, 2016, 35,045,423 shares of the registrant’s common stock, par value $0.0001, were outstanding.
Explanatory Note
During the edgarization process of our annual report on Form 10-K for the fiscal year ended December 31, 2015 that we filed on March 31, 2016 (the “Original Report”), Exhibit 31.1 Certification of Chief Executive Officer was accidentally left out. As a result, we are filing this Amendment No. 1 (the “Amended Report”) to the Original Report to include the Exhibit 31.1. This Amendment Report does not reflect events that may have occurred after the filing of the Original Report, nor does it modify or update those disclosures present therein, except with regard to the modification described in this Explanatory Note. As such, this Amendment Report continues to speak to as of the filing date of the Original Report. Accordingly, this Amended Report should be read in conjunction with the Original Report and our other reports filed with the SEC subsequent to the filing of our Original Report, including any amendments to those filings.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| ONE HORIZON GROUP, INC. | |||
| Date: April 19 , 2016 | By: | /s/ Brian Collins | |
| Brian Collins | |||
| President and Principal Executive Officer | |||
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: April 19, 2016
| By: | /s/ Brian Collins | ||
| Brian Collins | |||
| President, Chief Executive Officer, and Director |
| By: | /s/ Martin Ward | ||
| Martin Ward | |||
| Chief Financial Officer, Principal Finance and Accounting Officer and Director |
| By: | /s/ Robert Vogler | ||
| Robert Vogler | |||
| Director |
| By: | /s/ Nicholas Carpinello | ||
| Nicholas Carpinello | |||
| Director |
| By: | /s/ Robert Law | ||
| Robert Law | |||
| Director | |||
| By: | /s/ Richard Vos | ||
| Richard Vos | |||
| Director |
