Current Report Filing (8-k)
03 Février 2020 - 11:29PM
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 29, 2020
ENDONOVO
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-55453
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45-2552528
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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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6320
Canoga Avenue, 15th Floor
Woodland
Hills, CA 91367
(Address
of principal executive office)(Zip Code)
Registrant’s
telephone number, including area code: (800) 489-4774
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 (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of each exchange on which registered
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Common
Stock, par value $0.0001
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ENDV
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OTCQB
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Item
3.03 Material Modification to Rights of Security Holders.
On
January 29, 2020, the Delaware Secretary of State filed the Registrant’s Amended and Restated Certificate of Designation
(the “Amendment”) for its Series C Secured Redeemable Preferred Stock (the “C Stock”). The Amendment changed
the rights of the C Stock by: (i) removing the requirement that the Registrant redeem the C Stock; (ii) removing the obligation
of the Registrant to pay dividends on the C Stock; and (iii) allowing holders of shares of C Stock to convert the stated value
of their shares of C Stock ($1,000 per share) into common stock of the Registrant at 75% of the closing price of such common stock
on the day prior to the conversion. The foregoing is not a detailed description of the changes affected by the Amendment and is
qualified in its entirety by the Amendment, which is file as an exhibit to this report.
The
Amendment was approved by the Registrant’s director and by the holders of 933 of the 1,814 outstanding shares of C Stock
or 51.4%.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial Statements
None
(b)
Exhibits
3.1
Amended and Restated Certificate of Designation of the Series C Secured Redeemable Preferred Stock
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.
Dated:
February 3, 2020
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ENDONOVO
THERAPEUTICS, INC.
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By:
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/s/
Alan Collier
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Alan
Collier
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Chief
Executive Officer
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