Current Report Filing (8-k)
January 26 2015 - 2:19PM
Edgar (US Regulatory)
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): January 20, 2015
FRESH
PROMISE FOODS, INC. |
(Exact
name of registrant as specified in its charter) |
Nevada |
|
00-24723 |
|
88-0393257 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
1111
Alderman Drive, Suite 210
Alpharetta,
GA 30005
(Address
of principal executive offices)
(855)
404-3744
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:
[ ] 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))
Item
3.03. Material Modifications to Rights of Security Holders.
The
information set forth in Item 5.03 is incorporated by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective
January 20, 2015, the Financial Industry Regulatory Authority (FINRA) effected in the marketplace a 1-for-150 reverse stock split
for the common stock of Fresh Promise Foods, Inc. (the “Company”). On December 30, 2014, the Company filed with the
Nevada Secretary of State a Certificate of Amendment to its Articles of Incorporation (the “Amendment”) with respect
to such 1-for-150 reverse stock split (the “Reverse Split”).
Item.
8.01 Other Items
Item
5.03 is hereby incorporated by reference.
As
of January 20, 2015, as a result of the Reverse Split, each 150 shares of the Company’s common stock outstanding automatically
converted into one share of common stock. No fractional shares will be issued in connection with the Reverse Split. Instead, any
fractional share resulting from the Reverse Split will be rounded up to the next largest whole share.
The
Company’s shares will continue to trade on the OTC Marketplace under the symbol “FPFI” with the letter “D”
added to the end of the trading symbol for a period of 20 trading days to indicate that the Reverse Split has occurred.
The
Reverse Split has no impact on shareholders’ proportionate equity interests or voting rights in the Company or the par value
of the Company’s common stock, which remains unchanged.
Item
9.01 Financial Statements and Exhibits.
Exhibit
No. |
|
Description |
|
|
|
3.1 |
|
Certificate
of Amendment to Certificate of Incorporation* |
*
Filed herewith
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.
|
FRESH
PROMISE FOODS, INC. |
|
|
Date:
January 26, 2015 |
By: |
/s/
Kevin Quirk |
|
Name: |
Kevin Quirk |
|
Title: |
Chief Executive Officer |