Current Report Filing (8-k)
March 03 2017 - 4:02PM
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):
February 27, 2017
REGIONAL BRANDS INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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33-131110-NY
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22-1895668
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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6060
Parkland Boulevard
Cleveland, Ohio
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44124
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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 Code:
(216) 825-4000
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(Former Name or Former Address, If Changed Since Last Report)
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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))
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Item 3.03.
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Material Modification to Rights of Security Holders.
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The information
set forth in Item 5.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03.
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Item 5.03.
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Amendments to Articles of Incorporation; Change in Fiscal Year.
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On March 2,
2017, Regional Brands Inc. (the “Company”) filed a certificate of amendment (the “Amendment”) to the Company’s
Certificate of Incorporation with the Delaware Secretary of State to reduce the number of shares of the Company’s common
stock, par value $0.00001 per share (the “Common Stock”), the Company is authorized to issue from 50,000,000 to 3,000,000
shares and to reduce the number of shares of Preferred Stock the Company is authorized to issue from 5,000,000 to 50,000 shares.
The Amendment was approved by the Board of Directors of the Company and the holders of a majority of the issued and outstanding
shares of Common Stock by written consent in lieu of a meeting.
A copy of the Amendment
is attached hereto as Exhibit 3.1 and incorporated herein by reference.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On February 27,
2017, stockholders of the Company holding a majority of the issued and outstanding shares of the Common Stock, by written consent
in lieu of a meeting, approved the Amendment. The Amendment was approved by holders who collectively own approximately 51.1%
of the issued and outstanding shares of Common Stock.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit
No.
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Description
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3.1
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Certificate of Amendment to the Certificate of Incorporation of the Company.
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SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed
on its behalf by the undersigned hereunto duly authorized.
March
3, 2017
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REGIONAL BRANDS INC.
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By:
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/s/ Fred DiSanto
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Name:
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Fred DiSanto
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Title:
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Chief Executive Officer
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Exhibit Index
Exhibit
No.
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Description
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3.1
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Certificate of Amendment to the Certificate of Incorporation of the Company.
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