Current Report Filing (8-k)
21 Juin 2021 - 10:31PM
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): June 14, 2021
DATA443
RISK MITIGATION, INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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000-30542
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86-0914051
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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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101
J Morris Commons Lane, Suite 105
Morrisville,
North Carolina 27560
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code: 919-858-6542
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None
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N/A
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N/A
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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 checkmark 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
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AMENDMENTS
TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
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On
14 June 2021 Data443 Risk Mitigation, Inc. (the “Company”) was advised by the Nevada Secretary of State that
it had accepted the Company’s filing of a Certificate of Amendment to the Articles of Incorporation, with a filing and effective
date of 10 June 2021 (the “Certificate of Amendment”). The Certificate of Amendment (i) reduced the number of authorized
shares of common stock to one billion (1,000,000,000); and, (ii) effected a reverse stock split (the “Reverse Stock Split”)
of its issued common stock in a ratio of 1-for-2,000. Both actions were previously approved by the Company’s
stockholders and Board of Directors. The preferred stock of the Company was not changed.
As
a result of the Reverse Stock Split, every 2,000 shares of the Company’s issued and outstanding common stock, par value $0.001
per share, will be converted into one (1) share of common stock, par value $0.001 per share, reducing the number of issued and outstanding
shares of the Company’s common stock from approximately 1,483,888,915 to approximately 741,944. No fractional shares will be issued
in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold
a number of pre-Reverse Stock Split shares of the Company’s common stock not evenly divisible by 2,000 will have the number of
post-Reverse Stock Split shares of the Company’s common stock to which they are entitled rounded up to the nearest whole number
of shares of the Company’s common stock. No stockholders will receive cash in lieu of fractional shares. Registered stockholders
holding shares through a brokerage account will have their shares automatically adjusted to reflect the post Reverse Stock Split amount.
Registered stockholders holding physical common share certificates will receive a letter of transmittal from the Company’s transfer
agent, Madison Stock Transfer, Inc., with specific instructions regarding the exchange of their certificates. The above description of
the Reverse Stock Split is a summary of the material terms thereof and is qualified in its entirety by reference to (i) the Schedule
14C Definitive Information Statement filed by the Company with the SEC on June 17, 2021; and, (ii) the Certificate of Amendment, a copy
of which is attached hereto as Exhibit 3.1.
The
Company has made application to FINRA in order to effect the Reverse Split. Upon a determination by FINRA the Reverse Stock Split will
be effected. At that time, the new CUSIP Number for the Company’s common stock will be 23804G 203.
ITEM
5.07
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SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
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On
19 February 2021 the holders of 64.1% of the issued and outstanding shares of stock of the Company entitled to vote took action by their
written consent and without a meeting, pursuant to Nevada Revised Statute 78.320. The number of shares entitled to vote was deemed to
be 3,521,368,930, representing the total number of issued and outstanding shares of (i) common stock; and, (ii) Series A Preferred Stock
converted into common stock for purposes of voting. The Certificate of Amendment was approved. 2,256,048,075 shares were voted in favor
of the Certificate of Amendment, and such stockholders signed a written consent taking such action without a meeting or involvement of
the Company. The written consent was delivered to the Company on 19 February 2021.
ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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(d)
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Exhibits.
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The
following Exhibits are furnished with this Report:
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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.
Date:
21 June 2021
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DATA443
RISK MITIGATION, INC.
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BY:
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/S/
JASON REMILLARD
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Jason
Remillard,
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Chief
Executive Officer
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DATA443 Risk Mitigation (PK) (USOTC:ATDS)
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