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 14, 2017 (July 10, 2017)
One Horizon Group, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
| Delaware | | 000-10822 | | 46-3561419 |
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) | | (COMMISSION FILE NO.) | | (IRS EMPLOYEE IDENTIFICATION NO.) |
T1-017 Tierney Building, University of Limerick, Limerick, Ireland.
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
+353-61-518477
(ISSUER TELEPHONE NUMBER)
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)
☐ 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 3.03 | Material Modification to Rights of Security Holders. |
On July 10, 2017, the Board of Directors of One Horizon Group, Inc. (the “Company”) voted to approve amending the previously filed Certificate of Designation for its shares of Series A Convertible Preferred Stock (the “Series A Shares”) to extend the date on which the Series A Shares would automatically convert into such number of fully paid and non-assessable shares of Common Stock, until February 1, 2018, as will cause the holders to own an aggregate of 555,556 shares of the Company’s common stock and adjust the conversion price of the Series A Shares from $35.10 per share to $1.80 per share. All of the holders of the Company’s Series A Shares voted unanimously to approve the Amendment.
| 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. |
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.
| | ONE HORIZON GROUP, INC. | |
| | | | |
| Date: July 14, 2017 | By: | /s/ Brian Collins | |
| | | Brian Collins | |
| | | Chief Executive Office and President | |
