SRCO 8-K
Sparta Commercial Services, Inc. (SRCO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 30, 2020
Sparta Commercial Services, Inc.
(Exact name of Registrant as specified in its charter)
| Nevada | 0-9483 | 30-0298178 | ||
| (State of Incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
555 Fifth Avenue, 14th Floor
New York, NY 10017
(Address of principal executive offices)
Registrant’s telephone number: (212) 239-2666
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common stock, $.001 par value | SRCOD | Pink Open Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the Registrant under and of the following provisions:
| [ ] | 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-12(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 OF RIGHTS OF SECURITY HOLDERS
The information set forth in Item 5.03 of this report is incorporated in this Item 3.03 by reference in its entirety.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On December 30, 2020, Sparta Commercial Services, Inc. (the “Company”) filed with the Secretary of State of the state of Nevada, a Certificate of Amendment to its Articles of Incorporation (the “Amendment”), attached herewith as Exhibit 3.1, and incorporated by reference. The Amendment will be effective as of December 30, 2020. On July 9, 2020, the Board of Directors of the Company declared July 30, 2020 as the effective date for the 1 for 100 reverse stock split (the “Reverse Stock Split”), previously approved by the stockholders of the Company by written consent in accordance with the information contained in the Schedule 14C Information Statement filed with the Securities and Exchange Commission on July 9, 2020. FINRA reviewed and authorized the corporate action changing the effective date to December 30, 2020 (the “Effective Date”). As a result of the Reverse Stock Split, every one hundred shares of outstanding common stock will automatically be converted into one shares of the Company’s common stock immediately prior to the opening of trading on the next business day after the Effective Date. If, as a result of the reverse split, a stockholder is left with a fractional share, that stockholder shall receive one full share in lieu of such fractional share. Immediately after the effectiveness of the reverse split, there will be 7,027,930 shares of the Company’s common stock issued and outstanding. The aggregate number of shares of common stock that the Company is authorized to issue remains the same and was unaffected by the Reverse Stock Split. All outstanding stock options and other contractual rights including the preferred stock entitling the holders of such rights to acquire shares of common stock outstanding at the Effective Date will be appropriately adjusted to give effect to the Reverse Stock Split.
A new CUSIP number will be issued for the Common Stock to distinguish stock certificates issued after the Effective Date.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| (D) Exhibits |
| Exhibit No. | Description | ||
| 3.1 | Certificate of Amendment to the Articles of Incorporation |
| 2 |
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.
Dated: December 30, 2020
| SPARTA COMMERCIAL SERVICES, INC. | ||
| By: | /s/ A. L. Havens | |
| Name: | Anthony L. Havens | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 3.1
CERTIFICATE
OF AMENDMENT
TO THE
ARTICLES
OF INCORPORATION
OF
SPARTA
COMMERCIAL SERVICES, INC.
(A Nevada Corporation)
Sparta Commercial Services, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under the laws of the state of Nevada, does hereby certify as follows:
FIRST: A resolution was duly adopted by the Board of Directors of the Corporation pursuant to Sections 78.2055 of the Nevada Revised Statutes (“NRS”) setting forth an amendment to the Articles of Incorporation of the Corporation and declaring said amendment to be advisable. The stockholders of the Corporation duly approved and adopted said proposed amendment in accordance with NRS 78.320. The resolution setting forth the amendment is as follows:
RESOLVED, that Article 4 of the Amended and Restated Articles of Incorporation of the Corporation is hereby amended and restated as follows:
| “4.: | The total authorized capital stock of the corporation shall consist of Seven Hundred Sixty Million (760,000,000) shares, have a par value of $.001, of which Seven Hundred Fifty Million (750,000,000) shares shall be Common Stock, par value $.001 per share, and Ten Million (10,000,000) shares shall be Preferred Stock of par value $.001 per shares. The Preferred Stock may be issued in one or more series at the discretion of the Board of Directors. The Board of Directors is hereby vested with the authority to fix by resolution the designations, powers, preferences, limitations, restrictions and relative, participating, optional or other special rights, qualifications or restrictions thereof, including, without limitation, the dividend or interest rates, conversion or exchange rights, voting rights, redemption prices, maturity dates, liquidation preferences and similar matters, of any series of shares of Preferred Stock, and to fix the number of shares constituting any such series, and to increase or decrease the number of any such series (but not below the number of shares thereof then outstanding). In case the number of shares of any such series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution or resolutions originally fixing the number of shares of such series. | |
| Reverse Stock Split. Upon the effective time of this Certificate of Amendment to the Articles of Incorporation (this “Certificate of Amendment”) with the Nevada Secretary of State (the “Effective Time”), a one-for-one hundred reverse stock split of the Corporation’s Common Stock, $0.001 par value per share (the “Stock”), shall become effective, pursuant to which every one hundred shares of Stock outstanding and held of record by each stockholder of the Corporation immediately prior to the Effective Time shall be reclassified and combined into one validly issued, fully paid and nonassessable share of Stock automatically and without any action by the holder thereof upon the Effective Time and shall represent one share of Stock from and after the Effective Time (such reclassification and combination of shares, the “Reverse Stock Split”). The par value of the Stock following the Reverse Stock Split shall remain at $0.001 per share. No fractional shares of Stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, upon surrender after the Effective Time of a certificate or book entry position which formerly represented shares of Stock that were issued and outstanding immediately prior to the Effective Time, any person who would otherwise be entitled to a fractional share of Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive one full share of Stock in lieu of such fractional share. |
| Each stock certificate or book entry position that, immediately prior to the Effective Time, represented shares of Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Stock after the Effective Time into which the shares formerly represented by such certificate or book entry position have been reclassified (as well as the right to receive one share of Stock in lieu of fractional shares of Stock after the Effective Time); provided, however, that each person of record holding a certificate or book entry position that represented shares of Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate or book entry position, a new certificate or book entry position evidencing and representing the number of whole shares of Stock after the Effective Time into which the shares of Stock formerly represented by such certificate or book entry position shall have been reclassified. | |
| This Reverse Stock Split shall have no effect on the total number of shares of all classes of stock for which the Corporation has authority to issue.” |
SECOND: This Certificate of Amendment shall be effective on December 30, 2020.
IN WITNESS WHEREOF, the Corporation has hereunto set its hands this 30th day of December, 2020, hereby declaring and certifying that the facts stated hereinabove are true.
| SPARTA COMMERCIAL SERVICES, INC. | ||
| By: | /s/ A.L. Havens | |
| Anthony L. Havens | ||
| Its: | Chief Executive Officer | |
| 2 |