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 and Exchange Act of 1934
Date of Report (Date of earliest event reported): November 16, 2020
HANNOVER HOUSE, INC.
(Exact name of registrant as specified in its charter)
Wyoming | 000-28723 | 91-1906973 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
355 N. College Ave | ||
Fayetteville, AR | 72701 | |
(Address of principal executive offices) | (Zip Code) |
818-481-5277 |
(Registrant’s telephone number, including area code) |
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 (see General Instruction A.2. below):
[X] | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
As of the date of this filing, Issuer Hannover House, Inc. (symbol OTC: HHSE) has not yet registered its securities. The company’s stock shares are currently being traded on the OTC Markets Pinksheets Exchange. Issuer is in the process of completing the filing of a Form 10 Registration imminently, after which time, the company’s shares will become registered with the Securities and Exchange Commission.
Section 1 - Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
NOT APPLICABLE
Item 1.02 Termination of a Material Definitive Agreement.
NOT APPLICABLE
Item 1.03 Bankruptcy or Receivership.
NOT APPLICABLE
Item 1.04 Mine Safety – Reporting of Shutdowns and Patterns of Violations.
NOT APPLICABLE
Section 2 - Financial Information
Company’s balance sheet and notes as of the 12-month period ending Dec. 31, 2019 are included in this information filing under Section 9 below.
Item 2.01 Completion of Acquisition or Disposition of Assets.
SEE ITEM 1.01-A above.
Item 2.02 Results of Operations and Financial Condition.
SEE SECTION 9
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
NOT APPLICABLE
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
NOT APPLICABLE
Item 2.05 Costs Associated with Exit or Disposal Activities.
NOT APPLICABLE
Item 2.06 Material Impairments.
NOT APPLICABLE
Section 3 - Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
NOT APPLICABLE
Item 3.02 Unregistered Sales of Equity Securities.
NOT APPLICABLE
Item 3.03 Material Modification to Rights of Security Holders.
SEE EXHIBIT “1” – Minutes of the Board of Directors Meeting
Section 4 - Matters Related to Accountants and Financial Statements.
NOT APPLICABLE
Item 4.01 Changes in Registrant’s Certifying Accountant.
NOT APPLICABLE
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
NOT APPLICABLE
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant.
SEE EXHIBIT “1” – Minutes of the Board of Directors Meeting
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
NOT APPLICABLE
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
SEE EXHIBIT “1” – Minutes of the Board of Directors Meeting
Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
NOT APPLICABLE
Section 5.06 -Change in Shell Company Status.
NOT APPLICABLE
Item 5.07 Submission of Matters to a Vote of Security Holders.
NOT APPLICABLE
Item 5.08 Shareholder Director Nominations
NOT APPLICABLE
Section 6 -Asset-Backed Securities.
NOT APPLICABLE
Item 6.01 ABS Informational and Computational Material.
NOT APPLICABLE
Item 6.02 Change of Servicer or Trustee.
NOT APPLICABLE
Item 6.03 Change in Credit Enhancement or Other External Support.
NOT APPLICABLE
Item 6.04 Failure to Make a Required Distribution.
NOT APPLICABLE
Item 6.05 Securities Act Updating Disclosure.
SEE EXHIBIT “1” – Minutes of the Board of Directors Meeting
Item 6.06 Static Pool.
NOT APPLICABLE
Section 7 - Regulation FD
NOT APPLICABLE
Item 7.01 Regulation FD Disclosure.
NOT APPLICABLE
Section 8 - Other Events
Item 8.01 Other Events.
Section 9 - Financial Statements and Exhibits
1). Minutes of the Board of Directors Meeting of Nov. 10, 2020, dealing with a discussion and actions regarding an upcoming Form 10-12(g) Registration Filing, as well as a proposed offering of securities under a S1 Registration. .
Item 9.01 Financial Statements and Exhibits.
NOT APPLICABLE
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.
HANNOVER HOUSE, INC. | ||
(Registrant) | ||
Date: November 16, 2020 | ||
/s/ Eric F. Parkinson | ||
By: | ERIC F. PARKINSON | |
Chairman, C.E.O. & Secretary |
EXHIBIT INDEX
Exhibit A | Description | |
1 | Minutes of the Board of Directors Meeting of Nov. 10, 2020 |
Exhibit “1”
MINUTES OF THE BOARD OF DIRECTOR’S MEETING
HANNOVER HOUSE, INC. (OTC: HHSE) – Tuesday, Nov. 10, 2020
A special meeting of the Board of Directors of Hannover House, Inc. was held on Tuesday, November 10, 2020 telephonically at 9:30-am CST. The purpose of this meeting was to address certain issues and disclosures which are required prior to the filing of either a Form 10-12(g) registration, or the companion S1 Stock Registration Offering that the company intends to pursue. The following items describe the issues addressed, and where indicated, the actions taken by the Board.
1). FORM 8k – S.E.C. NOTIFICATION OF CURRENT AND UPCOMING ACTIONS – Upon advice of counsel, HHSE management has been told to formally approve and announce certain corporate endeavors and anticipated actions, said announcements to occur prior to the principal S.E.C. offerings. This advance notification to shareholders shall be effected through the inclusion of these Board of Director’s Minutes into a Form 8k Information Announcement – which shall be considered as a supplemental shareholder notification that is in addition to – and not in lieu of – a separate § 240.14d-2 offering announcement filing under Section 14 of the Securities Act.
2). PROPOSED S1 REGISTRATION OFFERING – At a point in the very near-term future, the Company plans to file with the S.E.C. an offering for two (2) initial tranches of HHSE stock under a S1 Registration. Each of these first two stock offerings will be for a total of fifty-million-shares (50,000,000), with the first tranche being offered at three-cents ($.03) per share, and the second tranche being offered at five-cents ($.05) per share. The company hopes to raise a total of four-million dollars (USD $4,000,000) from these first two tranche offerings, of which approximately seventy percent (70%) shall be allocated solely and exclusively for the final pre-release preparation and launching of the MyFlix Streaming Service, and the remaining thirty percent (30%) to be utilized for payables / debt management of the Company. Shareholders are advised that these newly issued shares will be freely trading and available into the public market, and as such, shareholders will experience a dilution of their equity in the Company and a dilution of earnings-per-share on a going-forward basis. However, it is management’s belief that the premium pricing for the shares (e.g., $.03 and $.05) which is significantly higher than the current market pricing for shares, will encourage new S1 parties to hold onto their newly issued shares until a date in the future in which the Company’s share price would make a sale of these shares profitable. Accordingly, HHSE Management feels that existing shareholders prior to the S1 Offerings are unlikely to see an influx of new shares on the open market until the pricing of HHSE stock appreciates significantly.
3). INCREASE OF AUTHORIZED SHARES – The Board shall inform both the Wyoming Secretary of State and stock transfer agent Standard Registrar & Transfer Co, Inc. that the share structure of the company shall be modified as follows:
a). Effective Immediately, the total Authorized Common Stock Shares for the Company shall be increased to 980-million. At present, 831-million shares are in issue, and this adjustment from the current maximum ceiling of 900-million to the newly revised ceiling of nine-hundred-eighty-million (980,000,000) will provide the Company with available shares for the first two (2) sections of the S1 offering registration described hereunder.
b). In the event that the first two sections of the S1 offering are fully subscribed, the Board shall reasonably consider an additional change to the Company’s authorized share count in order to accommodate a potential third tranche of shares.
4). TIMING OF CORPORATE FILINGS – Following the required disclosures, including the release of these Board of Director’s Meeting Minutes and the prior notification of an offering under § 240.14d-2 of Section 14 of the Securities Act, the Board has authorized a prompt release and filing of both the Company’s Form 10-12(g) Registration Statement and the companion S1 Offering for the funding of future growth and operations.
On the above, addressed items, the Board of Directors voted unanimously as follows:
i). APPROVAL of the release of Board of Director’s Minutes as a portion of the advance notification required or recommended to Shareholders prior to a registration or offering;
ii). APPROVAL of the terms of structure for the first two tranches of stock to be offered under the S1 Registration (e.g., 50-mm shares at $.03 / share and 50-mm shares at $.05 / share), as well as the irrevocable instructions regarding use-of-proceeds derived therefrom;
iii). APPROVAL of the actions to increase the current Authorized Common Stock Shares to 980-million, and to promptly inform both the Wyoming Secretary of State and Standard Registrar & Transfer Co., Inc. of this change in the Company’s A/S.
iv). APPROVAL of the plans to work with corporate counsel and M2 Compliance to complete all of the necessary documents and filings – including those filings and disclosures recommended to occur prior to the Form 10-12(g) and S1 Offering – under the most expeditious schedule reasonably available.
There being no further issues addressed at this meeting, the Board adjourned at 10:06-am.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on the Minutes of the Board of Directors Meeting of Hannover House, Inc. to be signed on its behalf by the undersigned hereunto duly authorized.
HANNOVER HOUSE, INC. | ||
(Registrant) | ||
Date: November 10, 2020 | ||
/s/ Eric F. Parkinson | ||
By: | ERIC F. PARKINSON | |
Chairman, C.E.O. & Secretary |