Current Report Filing (8-k)
July 12 2017 - 10:00AM
Edgar (US Regulatory)
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 Event Reported): July 7, 2017
InterCloud
Systems, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-32037
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65-0963722
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1030
Broad Street, Suite 102,
Shrewsbury, NJ
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07702
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: 561-988-1988
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:
☐
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))
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
o
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.
o
Item
5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
July 7, 2017, InterCloud Systems, Inc. (the “Company”) filed a Certificate of Amendment of its Certificate of Incorporation
(the “Certificate of Amendment”) to effect a one-for-four reverse split of the Company’s issued and outstanding
shares of common stock, par value $0.0001 per share. The common stock commenced trading on the OTCQB Venture Market on a split-adjusted
basis as of the opening of trading on Wednesday, July 12, 2017. The common stock will continue to trade under the ticker symbol
“ICLD”, although the letter “D” will be temporarily appended to the ticker symbol for twenty trading days
following the reverse split. The Company’s stockholders, at the 2016 Annual Meeting of Stockholders, had previously authorized
the Company’s Board of Directors to effect a reverse stock split within a range of ratios, including one-for-four, at any
time within one (1) year following such Annual Meeting, as determined by the Board.
Following
the reverse split, the total number of shares outstanding will be proportionately reduced in accordance with the reverse split.
Further, any outstanding options, warrants and rights as of the effective date that are subject to adjustment will be adjusted
accordingly. These adjustments may include adjustments to the number of shares of common stock that may be obtained upon exercise
or conversion of these securities, and the applicable exercise or purchase price as well as other adjustments.
There
will be no change to the number of authorized shares of common stock of the Company as a result of the reverse stock split. No
fractional share shall be issued in connection with the reverse split; all shares of common stock that are held by a stockholder
will be aggregated and each stockholder shall be entitled to receive the number of whole shares resulting from the combination
of the shares so aggregated, with any fractions resulting from the reverse split computation being rounded up to the next whole
share.
The
Company’s transfer agent is Corporate Stock Transfer, Inc. The new CUSIP number for the post-reverse common stock will be
458488 301.
A
copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference in its entirety.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
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.
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INTERCLOUD SYSTEMS, INC.
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July
12, 2017
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By:
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/s/
Daniel Sullivan
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Name:
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Daniel
Sullivan
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Title:
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Chief
Accounting Officer
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EXHIBIT
INDEX
4
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