Current Report Filing (8-k)
October 25 2019 - 4:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 0R 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 22, 2019
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NDIVISION INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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47-5133966
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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4925 Greenville Avenue, Suite 200, Dallas, TX
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75206
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area 214-785-6355
Copies to:
Attn: Ken Bart.
Ward and Smith, P.A.
127 Racine Drive
Wilmington, NC 28403
Tel: 910-794-4820
Fax: 910-794-4877
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 x
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. x
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Ticker symbol(s)
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Name of each exchange on which registered
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None
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Forward-Looking Statements
This Current Report on Form 8-K and other written and oral statements made from time to time by us may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially.
Information regarding market and industry statistics contained in this Current Report on Form 8-K is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. We have not reviewed or included data from all sources and cannot assure investors of the accuracy or completeness of the data included in this Current Report. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not assume any obligation to update any forward-looking statement. As a result, investors should not place undue reliance on these forward-looking statements.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
Pursuant to a unanimous board of directors written consent, on October 22, 2019, the bylaws of the Company were amended and restated in their entirety. The amended and restated bylaws are filed herewith as exhibit 3.1.
ITEM 5.05 AMENDMENTS TO THE REGISTRANT’S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS.
Pursuant to the board consent on October 22, 2019, the Company amended and restated, in their entirety, the Company’s Whistleblower Policy and Code of Business Conduct. The amended and restated policies are attached as exhibit 14.1 and 14.2, respectively.
ITEM 7.01 REGULATION FD DISCLOSURE.
Pursuant to the unanimous written consents of the Company’s respective committees and board of directors, on October 22, 2019, the Company amended and restated, in their entirety, the Company’s Audit Committee Charter, Compensation Committee Charter and Nomination and Governance Committee Charter. The amended and restated charters are filed herewith as exhibit 99.1, 99.2 and 99.3, respectively.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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, thereunto duly authorized.
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NDIVISION INC.
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Date: October 25, 2019
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By:
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/s/ Andrew Norstrud
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Andrew Norstrud
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Chief Financial Officer
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