STLY 8-K
HG Holdings, Inc. (STLY)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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3.1
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104
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Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document
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HG HOLDINGS, INC.
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Date: September 3, 2025
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By:
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/s/ Anna Lieb
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Name:
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Anna Lieb
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Title:
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Principal Financial and Accounting Officer
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
HG HOLDINGS, INC.
HG HOLDINGS, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows:
FIRST: The name of the Corporation is HG HOLDINGS, INC.
SECOND: The Amendment Certificate to the Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware effective as of July 15, 2021.
THIRD: The Restated Certificate of Incorporation of the Corporation is hereby amended as follows:
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1. |
Article FOURTH is hereby amended by deleting the first sentence of such article in its entirety and replacing it with the following: |
“FOURTH: The total number of shares of all classes of capital stock which this Corporation is authorized to issue is 8,000,000 shares which are divided into two classes as follows:
Seven Million (7,000,000) shares of Common Stock, $.02 par value per share; and
One Million (1,000,000) shares of Blank Check Preferred Stock, $.01 par value per share.”
FOURTH: The foregoing amendment was duly adopted by the board of directors and by the stockholders of the Corporation in accordance with the applicable provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
FIFTH: This Certificate of Amendment shall be deemed effective upon its filing with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed this 2nd day of September, 2025.
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HG HOLDINGS, INC. |
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By: |
/s/ Anna A. Lieb |
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Name: Anna A. Lieb |
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Title: Principal Financial and Accounting Officer; Secretary |
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