RTB Digital, Inc 8-K, filed Sep 1, 2022
RTB Digital, Inc. (RTB)
About this 8-K
RTB Digital, Inc filed this 8-K on September 1, 2022, reporting on events of August 26, 2022.
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, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
N/A
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
GreenBox POS (the “Company”) filed a Definitive Information Statement on Schedule 14C on May 6, 2022 (the “Definitive Information Statement”) informing its stockholders that a Majority Written Consent in Lieu of a Special Meeting of Stockholders was executed on April 21, 2022, approving, among other actions, an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the total number of authorized shares of common stock from 82,500,000 to 175,000,000 (the “Charter Amendment”).
Additional information regarding the Charter Amendment, including the terms thereof, is set forth in the Definitive Information Statement and is incorporated herein by reference. Such information and the foregoing description of the Charter Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Charter Amendment, a copy of which is attached to this Current Report as Exhibit 3.1 and is incorporated herein by reference.
The Company filed the Charter Amendment with the Secretary of State of the State of Nevada on August 26, 2022, which was effective upon filing.
Item 9.01. Exhibits.
(d) Exhibits
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Exhibit |
Exhibit |
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3.1 |
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104 |
Cover Page Interactive Data File (formatted as 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.
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GREENBOX POS |
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Dated: September 1, 2022 |
By: |
/s/ Ben Errez |
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Executive Vice President and Chairman |
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Exhibit 3.1
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BARBARA K. CEGAVSKE Secretary of State
KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings |
STATE OF NEVADA
OFFICE OF THE SECRETARY OF STATE |
Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684-5708 Fax (775) 684-7138
North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486-2880 Fax (702) 486-2888 |
Business Entity - Filing Acknowledgement
08/29/2022
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Work Order Item Number: |
W2022082600311-2338791 |
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Filing Number: |
20222573231 |
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Filing Type: |
Amendment After Issuance of Stock |
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Filing Date/Time: |
8/26/2022 8:00 |
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Filing Page(s): |
3 |
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Indexed Entity Information: |
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Entity ID: E0250932007-4 |
Entity Name: GREENBOX POS |
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Entity Status: Active |
Expiration Date: None |
Commercial Registered Agent
Legalinc Corporate Services Inc.
1810 East Sahara Avenue, Suite 215, Las Vegas, NV 89104, USA
The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future.
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Respectfully,  BARBARA K. CEGAVSKE Secretary of State |
Page 1 of 1
Commercial Recording Division
202 N. Carson Street
Article 2.1 is deleted in its entirety and the following substituted in lieu thereof:
2.1 Authorized Shares. The total number of shares that this corporation is authorized to issue is 180,000,000 shares of Capital stock, consisting of 175,000,000 shares of common stock, having a par value of $0.001 per share, and 5,000,000 shares of preferred stock, having a par value of $0.01 per share. The Common Stock is subject to the rights and preferences of the Preferred Stock as set forth below.