UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
As previously disclosed on December 16, 2024, Unicoin Inc. (the “Company”) received a “Wells Notice” from the Staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) on December 10, 2024 stating that it has made a preliminary determination to recommend that the SEC file an enforcement action against the Company. In addition, as previously disclosed on December 16, 2024, Alex Konanykhin, the Company’s Chief Executive Officer and Chairman of the Company’s Board of Directors, Silvina Moschini, the Chief Executive Officer of the Company’s subsidiary Unicorns, Inc., Alejandro Dominguez, the Company’s former Chief Investment Officer, and Richard Devlin, the Company’s Senior Vice President and General Counsel, each received a “Wells Notice” from the Staff on December 10, 2024 stating that it has made a preliminary determination to recommend that the SEC file an enforcement action against Messrs. Konanykhin, Dominguez and Devlin and Ms. Moschini. The Wells Notices are neither formal allegations nor findings of wrongdoing. They allow the recipients the opportunity to address the issues raised by Staff before they make an enforcement recommendation to the SEC or the SEC votes on whether to authorize an enforcement action.
On December 31, 2024, the Company, Messrs. Konanykhin, Dominguez and Devlin and Ms. Moschini responded in the form of a “Wells Submission”, a copy of which is attached hereto as Exhibit 99.1.
The information included in this Current Report on Form 8-K under this Item 7.01 and in the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number | Description | |
| 99.1 | Wells Submission, dated December 31, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| UNICOIN INC., | ||
| By: | /s/ Richard Devlin | |
| Name: | Richard Devlin | |
| Title: | Senior Vice President and General Counsel | |
Dated: January 3, 2025
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