Exhibit 3.1
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 16, 2019 (December 12, 2019)
ENVELA CORPORATION
(Exact name of Registrant as specified in its charter)
| Nevada | 1-11048 | 88-0097334 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
13022 Preston Road
Dallas, Texas 75240
(Address of principal executive offices) (Zip Code)
Registrant’s Telephone Number, including area code: (972) 587-4049
DGSE COMPANIES, INC.
(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.):
| [ ] | 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 Exchange Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common stock, $0.01 par value per share | ELA | NYSE American |
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 December 12, 2019, DGSE Companies, Inc. (the “Company”) changed its name to Envela Corporation. The name change was made pursuant to the Nevada Revised Statutes Sections 78.380, 78.385, 78.390 and 78.403 by filing A Certificate of Amendment for our Amended and Restated Articles of Incorporation. We amended Article One of the Company’s Amended and Restated Articles of Incorporation to change our corporate name to Envela Corporation pursuant to the Certificate of Amendment for the Amended and Restated Articles of Incorporation filed with the Secretary of State of Nevada on December 12, 2019. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1.
| Item 7.01 | Regulation FD Disclosure |
On December 12, 2019, the Company issued a press release announcing its name change. A copy of the press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | ||
| 3.1 | Certificate of Amendment filed with the Secretary of State of Nevada on December 12, 2019 | ||
| 99.1 | Press Release of Envela Corporation, dated December 12, 2019 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| By: | /s/ BRET A. PEDERSEN | |
| Bret A. Pedersen | ||
| Chief Financial Officer | ||
| (Principal Accounting Officer) |
Date: December 16, 2019
Exhibit 3.1