UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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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:
Securities registered pursuant to Section 12(b) of the Act: None
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
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. ☐
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
Effective January 18, 2023, Live Current Media Inc. (the "Company") amended its articles of incorporation (the "Articles") by:
(a) increasing the number of authorized shares of common stock, par value $0.001 (the "Common Stock") from 500,000,000 shares of Common Stock to 850,000,000 shares of Common Stock; and
(b) creating a class of preferred stock, par value $0.001 (the "Preferred Stock") and authorizing the issuance of up to 100,000,000 shares of Preferred Stock.
The rights and restrictions attached to the Company's Common Stock remain unchanged.
The Preferred Stock provides the Company's board of directors (the "Board") with the discretion to establish one or more series of Preferred Stock, the number of shares constituting that series, and the rights, privileges and restrictions attached to each series so established. The rights, privileges and restrictions attached to any series of Preferred Stock established by our Board may be greater than those available to holders of the Company's Common Stock.
The above described amendments to the Company's Articles were approved by written consent provided by holders of 51% of the Company's outstanding shares of Common Stock as of the record date established for such purpose of December 22, 2022 (the "Record Date").
The above description of the amendments to the Company's Articles does not purport to be complete, and is qualified in its entirety by reference to the full text of the Certificate of Amendment filed by the Company with the Nevada Secretary of State, a copy of which is attached as an exhibit to this Current Report on Form 8-K and incorporated by reference herein.
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.07 in its entirety.
As described the Company's Consent Solicitation Statement filed with the Securities and Exchange Commission on January 4, 2023, holders of record of the Company's Common Stock as of the Record Date were requested to requested to provide their written consent to amend the Company's Articles as described in Section 5.03 of this report. Stockholders holding a total of 82,438,709 shares of Common Stock as of the Record Date provided written consents in respect of the proposed amendments to the Company's Articles as follows:
| Shares | %* | |
| Written consents submitted FOR the amendments | 82,175,899 | 51% |
| Written consents submitted AGAINST the amendments | 262,810 | <1% |
| Written consents submitted ABSTAINING | 0 | n/a |
| * Based on 160,631,229 shares of Common Stock outstanding as of the Record Date. | ||
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The following exhibits are provided with this Current Report:
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Exhibit Number |
Description of Exhibit |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| LIVE CURRENT MEDIA INC. |
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| Date: February 10, 2023 | ||
| By: | /s/ Mark Ollila | |
| Mark Ollila Chief Executive Officer |
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