MGO Global Inc 8-K, filed Nov 22, 2024
MGO Global Inc. (MGOL)
About this 8-K
MGO Global Inc filed this 8-K on November 22, 2024, reporting on events of November 18, 2024.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 18, 2024, the Board of Directors of MGO Global Inc., a Delaware corporation (the “Company”), adopted the First Amendment (the “Amendment”) to the Amended and Restated Bylaws of the Company (the “Bylaws”). The changes to the Bylaws pursuant to the Amendment are effective as of November 18, 2024. In accordance with the Amendment, (i) Section 1 of Article IV of the Bylaws was amended to provide that the holders of 33 1/3 % of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation, and (ii) Section 3 of Article IV of the Bylaws was amended to provide that a stockholder may vote at a meeting of stockholders either (i) in person, or (ii) by proxy that is either in writing or filled in through electronic or telephonic means.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of the Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
| Exhibit Number | Description | |
| 3.1 | First Amendment to Amended and Restated Bylaws of MGO Global Inc. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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.
| Date: November 22, 2024 | MGO Global Inc. | |
| By: | /s/ Maximiliano Ojeda | |
| Name: | Maximiliano Ojeda | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
FIRST
AMENDMENT TO
AMENDED AND RESTATED BYLAWS
OF
MGO GLOBAL INC.
The Amended and Restated Bylaws of MGO Global Inc. (the “Bylaws”) are hereby amended as follows:
| 1) | Article IV, Section 1 of the Bylaws is deleted in its entirety and replaced with the following: |
“Section 1. The holders of 33 1/3 % of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the chairman of the meeting or the stockholders present in person or represented by proxy shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.”
| 2) | Article IV, Section 3 of the Bylaws is deleted in its entirety and replaced with the following: |
“Section 3. Each outstanding share of stock having voting power shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders. A stockholder may vote either (i) in person, or (ii) by proxy that is either in writing or filled in through electronic or telephonic means.”
Except as herein amended, the provisions of the Bylaws shall remain in full force and effect.
The undersigned, Chief Executive Officer of MGO Global Inc. (the “Company”), hereby certifies that the foregoing First Amendment to Amended and Restated Bylaws was approved by the Board of Directors of the Company on November 18, 2024.
| /s/ Maximiliano Ojeda | |
| Maximiliano Ojeda | |
| Chief Executive Officer |