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 reported event): November 28, 2017
NEWGIOCO GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000 - 50045 33-0823179
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
130 Adelaide Street West, Suite 701
Toronto, Ontario M5H 2K4, Canada
(Address of principal executive offices)
+39 391 306 4134
(Registrant's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registration 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 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR
The Forward Split disclosed in Item 8.01 of this Current Report on Form 8-K is
hereby incorporated by reference in its entirety into this Item 5.03.
On December 6, 2017, Newgioco Group, Inc. (the "Company") filed articles of
amendment with the State of Delaware Division of Corporations, to reflect the
Forward Split approved on November 28, 2017 a copy of which is filed herewith as
Exhibit 3.3, and is incorporated by reference into this Item 5.03 and 8.01 of
this Current Report.
The Company has a sufficient number of authorized shares in order to give effect
to the Forward Split, and as a result, an increase in authorized shares was not
required and the Forward Split did not affect the Company's Articles of
Incorporation or corporate structure in any other way.
ITEM 8.01 OTHER EVENTS
The shareholders holding a majority ("Majority Stockholders") of our issued and
outstanding shares of Common Stock by written consent in lieu of a meeting on
November 28, 2017, approved a 2 for 1 forward split of the Company's common
stock (the "Forward Split"), for shareholders of record as of the close of
business on December 18, 2017 (the "Record Date") and the Board of Directors of
the Company unanimously ratified and approved these actions of the Majority
Stockholders by resolutions adopted on November 28, 2017, in accordance with
Sections 141 and 242 of the General Corporation Law of the State of Delaware.
In order for the Forward Split to be recognized on the OTC markets, the
Financial Industry Regulatory Authority ("FINRA") will need to process the
corporate action. The Company is in the process of submitting the required
documentation to FINRA. No change will occur until such time as FINRA has
declared the Forward Split effective. Once FINRA has processed the corporate
actions, the Company plans to file a current report on Form 8-K to announce the
effective date of the Forward Split.
As a result of the Forward Split and upon the filing of a Certificate of
Amendment with the State of Delaware Division of Corporations, the Company's
issued and outstanding common stock will increase from 38,014,373 shares to
approximately 76,028,746. There will be no fractional shares as a result of the
Forward Split and a new share certificate representing the Forward Split shares
will be mailed out to each stockholder, or to the street name shareholder for
shareholders who hold their shares through a bank, broker or other holder of
record (a "street-name shareholder"). Since the new shares will be mailed out,
a new CUSIP number is not required.
Item 9.01 Financial Statements and Exhibits
Number Exhibit Description
3.3 Amendment to the Articles of Incorporation filed with the State of
Delaware Division of Corporations on December 6, 2017
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATED: December 11, 2017. NEWGIOCO GROUP, INC.
By: /s/ MICHELE CIAVARELLA, B.Sc.
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MICHELE CIAVARELLA
Chairman of the Board
Chief Executive Officer