Current Report Filing (8-k)
December 27 2017 - 11:50AM
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):
December 27, 2017
UBI
BLOCKCHAIN INTERNET, LTD.
(Exact
name of registrant as specified in its charter)
Commission
File Number: 000-54236
Delaware
|
|
27-3349143
|
(State
or other jurisdiction
|
|
(IRS
Employer
|
of
incorporation)
|
|
Identification
No.)
|
SmartSpace
3F, Level 9, Unit 908, 100 Cyberport
Rd., Hong Kong,
People’s
Republic of China
|
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
(212)
372-8836
(Registrant’s
telephone number, including area code)
(
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))
Item
8.01 Other Events
On
December 26, 2017, UBI Blockchain Internet, Ltd. (“the Company” or the “Registrant”) Board of Directors
approved a three-for-one (3:1) common stock dividend (the “dividend”), of the Company’s issued and outstanding
Class A and Class B common stock, par value $0.001, with a record date of January 9, 2018 and a payment date of January 10, 2018,
based on FINRA’s execution of this corporate action. Each shareholder will receive a divided of three (3) common shares
for each share owned of Class A common stock and Class B common stock owned on the record date. The dividend shares will have
the same characteristics as the original shares. The Board believes that reasons for the stock dividend include: 1) the Board’s
desire to make more shares available to improve trading liquidity; and, 2) to enhance the Company’s flexibility in connection
with possible future actions, or other corporate purposes.
As
of the date of this Current Report, the Company has 30,799,046 Class A common shares and 6,000,000 Class B common shares issued
and outstanding. As a result of the common stock dividend, the Company will have 123,196,184 Class A common shares and 24,000,000
Class B common shares issued and outstanding following the dividend. Each share of Class B Common Stock is entitled to ten votes
per share. Each share of Class B Common Stock is convertible into one (1) fully paid and nonassessable share of Class A Common
Stock at the option of the holder thereof at any time upon written notice to the Company.
The
Company has 1,000,000,000 Class A and 500,000,000 Class B shares authorized respectively. The stock dividend is not applicable
to the non-voting Class C common shares, which cannot be converted into Class A or B shares. The Company’s stock transfer
agent is: Empire Stock Transfer, Inc., 1859 Whitney Mesa Drive, Henderson, NV 89014.
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.
|
UBI
Blockchain Internet, Ltd.
Registrant
|
|
|
|
Date:
December 27, 2017
|
|
/s/
Tony Liu
|
|
Name:
|
Tony
Liu
Chief
Executive Officer
|
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