false --12-31 0001397183 0001397183 2024-09-05 2024-09-05 0001397183 IVDA:CommonStockParValue0.00001PerShareMember 2024-09-05 2024-09-05 0001397183 IVDA:CommonStockPurchaseWarrantsMember 2024-09-05 2024-09-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): September 5, 2024

 

IVEDA SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada   001-41345   20-2222203

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

1744 S. Val Vista, Suite 213

Mesa, Arizona

   85204
(Address of Principal Executive Offices)   (Zip Code)

 

(480) 307-8700

(Registrant’s Telephone Number, Including Area Code)

 

 

(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
Common Stock, par value $0.00001 per share   IVDA   The Nasdaq Stock Market, LLC
Common Stock Purchase Warrants   IVDAW   The Nasdaq Stock Market, LLC

 

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 5.03. Amendments To Articles Of Incorporation Or Bylaws; Change In Fiscal Year.

 

On September 5, 2024, Iveda Solutions, Inc. (the “Company”) filed a Certificate of Change pursuant to NRS 78.209 of the Company with the Secretary of State of the State of Nevada (the “Certificate of Change”) to effect a 1-for-4 reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”). Following the Reverse Stock Split, the number of the Company’s outstanding shares will be reduced from 18,069,891 to approximately 4,517,473. The Certificate of Change also decreases the number of authorized shares of Common Stock from 37,500,000 to 9,375,000. No fractional shares will be issued in connection with the reverse stock split and fractional shares will be rounded up to the nearest whole number.

 

The trading symbol for the Common Stock will remain “IVDA.” The Common Stock was assigned a new CUSIP number (46583A 303) which will be effective following the reverse stock split.

 

The Company will adjust the number of shares available for the number of outstanding awards, the exercise price per share of outstanding warrants, stock options and other terms of outstanding awards issued to reflect the effects of the Reverse Stock Split.

 

The foregoing description of the Certificate of Change does not purport to be complete and is qualified in its entirety by reference to the Certificate of Change, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements And Exhibits

 

(a) Exhibits

 

Number   Description
3.1   Certificate of Change
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

SIGNATURES

 

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.

 

  IVEDA SOLUTIONS, INC.
   
Date: September 11, 2024 By: /s/ Robert J Brilon
  Name:

Robert J. Brilon

  Title: Chief Financial Officer

 

 

 

 

Exhibit 3.1

 

 

 

 

v3.24.2.u1
Cover
Sep. 05, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Sep. 05, 2024
Current Fiscal Year End Date --12-31
Entity File Number 001-41345
Entity Registrant Name IVEDA SOLUTIONS, INC.
Entity Central Index Key 0001397183
Entity Tax Identification Number 20-2222203
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 1744 S. Val Vista
Entity Address, Address Line Two Suite 213
Entity Address, City or Town Mesa
Entity Address, State or Province AZ
Entity Address, Postal Zip Code 85204
City Area Code (480)
Local Phone Number 307-8700
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock, par value $0.00001 per share  
Title of 12(b) Security Common Stock, par value $0.00001 per share
Trading Symbol IVDA
Security Exchange Name NASDAQ
Common Stock Purchase Warrants  
Title of 12(b) Security Common Stock Purchase Warrants
Trading Symbol IVDAW
Security Exchange Name NASDAQ
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