8-K

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 of 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 12, 2019

TOUCHPOINT GROUP HOLDINGS INC.

(Exact name of registrant as specified in charter)

Delaware	001-36530	46-3561419
(State or other jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification Number)

4300 Biscayne Blvd., Suite 203, Miami, FL	33137
(Address of principal executive offices)	(Zip Code)

(305) 420-6640

(Registrant’s telephone number, including Area Code)

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 (see General Instruction A.2. below):

☐ 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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 12, 2019, Richard Vos resigned his position as a member of the Board of Directors (the “Board”) of Touchpoint Group Holdings Inc. (the “Company”). Mr. Vos’ resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On the same date, the Board appointed Nalin Jay to serve as an independent member of the Board, to fill the vacancy created by Mr. Vos’ resignation. The Board also appointed Mr. Jay to serve as Chairman of the Nominating and Corporate Governance Committee and as a member of the Audit Committee and Compensation Committee.

Mr. Jay, age 45, has served as Chief Executive Officer of Carnegie Stewart, a global strategy consultancy, for the past 8 years. In this role, he pioneered the world’s first team turnaround service to help English Premier League clubs and has advised several Premier League managers and players. Mr. Jay’s work has been instrumental in creating significant sponsorship opportunities for English soccer clubs. Concurrent to his role at Carnegie Stewart, Mr. Jay has served as a partner at Artephius Capital Management Limited, a multi strategy quant fund. Prior to that, he was Chief Operating Officer of Axis Stars, the world's biggest online platform for elite sportsmen and women. Mr. Jay was also the Chief Executive Officer of Spencer Chase, a media company focused on the Chinese media market, where he successfully launched the “Beijing Journal,” a luxury travel magazine. He was also previously a strategy advisor to the Shenzhen Stock Market. Mr. Jay is a graduate of the London School of Economics.

Item 7.01. Regulation FD Disclosure.

On December 12, 2019, the Company issued a press release announcing Mr. Vos’ retirement from the Board, and Mr. Jay’s appointment to the Board. A copy of this press release is attached hereto as Exhibit 99.1.

The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for 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 under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release issued by the registrant dated December 12, 2019.

1 

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.

	Touchpoint Group Holdings Inc.
Dated: December 17, 2019	By:	/s/ Mark White
	Name:	Mark White
	Title:	President and Chief Executive Officer

2 

EX-99.1

Exhibit 99.1

Touchpoint Group Holdings Appoints Sports Industry Veteran Nalin Jay as Independent Director

MIAMI, Florida –December 12, 2019 — Touchpoint Group Holdings, Inc. (OTCQB: TGHI) ( “Touchpoint” or “Company”), a media and digital technology holding company, today announced that it has appointed industry veteran Nalin Jay, CEO of Carnegie Stewart, to its Board of Directors as an independent board member. The Company also announced that Richard Vos will retire from the Board of Directors and Mr. Jay will replace him as Chairman of the Nomination and Governance Committee and as a member of the Compensation Committee and the Audit Committee.

Nalin Jay has a long track record as a leading strategy and performance advisor to some of the world’s biggest soccer clubs. Mr. Jay has been the CEO of Carnegie Stewart, a global strategy consultancy, for the last 8 years and his client list includes global law firms, major banks and multinationals, as well as leading entrepreneurs.

Mr. Jay pioneered the world’s first team turnaround service to help English Premier League clubs and has advised several Premier League managers and players. Mr. Jay’s work has been instrumental in creating significant sponsorship opportunities for English soccer clubs.

Concurrent to his role at Carnegie Stewart, Mr. Jay has served as a partner at Artephius Capital Management Limited, a multi strategy quant fund. Prior to that, he was COO of Axis Stars, the world's​ biggest online platform for elite sportsmen and women. Mr. Jay was also the CEO of Spencer Chase, a media company focused on the Chinese media market, where he successfully launched the “Beijing Journal,” a luxury travel magazine. He was also a strategy advisor to the Shenzhen Stock Market. Mr. Jay is a graduate of the London School of Economics.

Mark White, Chief Executive Officer of Touchpoint, stated, “We are delighted to welcome Nalin to the board. His impressive sports industry experience and strong business acumen will be invaluable as we position Touchpoint to become a leading media and digital technology holding company. Touchpoint is a robust fan engagement platform designed to enhance the fan experience and drive commercial aspects of the sports and entertainment sectors through digital engagement including streaming media. We believe Nalin will be a tremendous asset as we enter the next phase of our growth. I would also like to thank Richard Vos for his significant contributions to the Company.”

About Touchpoint Group Holdings.

Touchpoint Group Holdings Inc. is a media and digital technology acquisition and software company, which owns Love Media House, a full-service music production, artist representation and digital media business. The Company also and holds a majority interest in 123Wish, a subscription-based, experience marketplace, as well as majority interest in Browning Productions & Entertainment, Inc., a full-service digital media and television production company. For more information, see http://touchpointgh.com/.

Safe Harbor Statement

This news release may contain “forward-looking” statements. These forward-looking statements are only predictions and are subject to certain risks, uncertainties and assumptions that could cause actual results to differ from those in the forward looking-statements. Potential risks include such factors as the inability to enter into agreements with parties with whom we are in discussions, the uncertainty of consumer demand for the Company’s products, as well as additional risks and uncertainties that are identified and described in the Company’s SEC reports. Actual results may differ materially from the forward-looking statements in this press release. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. The Company does not undertake, and it specifically disclaims, any obligation to update any forward-looking statements to reflect occurrences, developments, events or circumstances after the date of such statement.

Contact

Crescendo Communications, LLC
212-671-1021
tghi@crescendo-ir.com