Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): January 10, 2020




(Exact name of Registrant as specified in its charter)


Delaware   000-55857   76-0238453

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


800 Third Avenue, Suite 2800

New York, NY 10022

(Address of principal executive offices, including zip code)


(866) 351-5907

(Registrant’s telephone number, including area code)


Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:


  Written communication 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
None   None   None


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) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


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 5.07 Submission of Matters to a Vote of Security Holders.


On January 10, 2020, the Company held a special meeting of shareholders (the “Special Meeting”). Greater than 50.01% of the shares of common stock outstanding and entitled to vote at the Special Meeting were present in person or by proxy, thereby constituting a quorum.


The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions, as to such matters, where applicable, are set forth in the table below. 


   Number of Votes 
   Votes For  



Approval authorizing the Company for a period of up to twelve months from the date of the Meeting, to adopt an amendment to the Company’s Certificate of Incorporation to effect a Reverse Stock Split in a ratio up to, and including 1 for 5, such ratio to be determined by the Board, or to determine not to proceed with the Reverse Stock Split (“Proposal 1”).   31,860,764    10,706,419    184,409 
Approval authorizing the Company to file an amendment to the Company's Articles of Incorporation to authorize the Company to issue up to 5,000,000 shares of Blank Check Preferred stock, par value $0.0001 per share, in one or more series as determined by the Board, with such rights, privileges, preferences and limitations as the Board may, in its sole discretion, determine (“Proposal 2”):
   19,228,013    10,051,082    197,387 


On the basis of the above votes, (i) Proposal 1 was approved; and (ii) Proposal 2 was approved.







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.


Date: January 16, 2020 By: /s/ Justin Schreiber
  Name:  Justin Schreiber
  Title: Chief Executive Officer