Asia Equity Exchange Group, Inc. (OTCMKTS:AEEX) Files An 8-K Material Modification to Rights of Security HoldersItem 3.03. Material Modification to Rights of Security Holders.
The Board of Directors of Asia Equity Exchange Group, Inc., a Nevada corporation (the “Company”) has approved a reverse stock split of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-10 (the “Reverse Stock Split”).
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Reverse Stock Split will become effective on July 31, 2017 (the “Effective Date”), contingent upon approval from the Financial Industry Regulatory Authority (“FINRA”), whereupon the shares of common stock will begin trading on a split adjusted basis. On the Effective Date, the Company’s trading symbol will change to “AEEXD” for a period of 20 business days, after which the “D” will be removed from the Company’s trading symbol, which will revert to the original symbol of “AEEX”. In connection with the Reverse Split, the CUSIP number for the Company’s Common Stock will also change.
Split Adjustment; No Fractional Shares. On the Effective Date, the total number of shares of the Company’s Common Stock held by each stockholder will be converted automatically into the number of whole shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 10.
No fractional shares will be issued, and no cash or other consideration will be paid. Instead, the Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split.
Non-Certificated Shares; Certificated Shares. Stockholders who are holding their shares in electronic form at brokerage firms do not have to take any action as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.
Stockholders holding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent at the address given below. The transfer agent will issue a new share certificate reflecting the terms of the Reverse Stock Split to each requesting stockholder. Shareholders will be required to pay a transfer fee of $60 to exchange his, her or its old certificates.
Transfer Online, Inc.
512 SE Salmon ST
Portland, OR 97214
State Filing. to Nevada Revised Statues (“NRS”) Section 78.209, we have filed a Certificate of Change (the “Certificate”) with the Secretary of State of the State of Nevada on July 19, 2017. The Certificate is not effective until the Effective Date. Under Nevada law, no amendment to the Company’s Articles of Incorporation is required in connection with the Reverse Stock Split. A copy of the Certificate is attached hereto as Exhibit 3.1 and incorporated herein by reference.
No Stockholder Approval Required. Under Nevada law, because the Reverse Stock Split was approved by the Board of Directors of the Company in accordance with NRS Section 78.207, no stockholder approval is required. NRS Section 78.207 provides that the Company may effect the Reverse Stock Split without stockholder approval if (x) both the number of authorized shares of Common Stock Split (y) the Reverse Stock Split does not adversely affect any other class of stock of the Company and (z) the Company does not pay money or issue scrip to stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split. As described herein, the Company has complied with these requirements.
Capitalization. The Company is currently authorized to issue 3,000,000,000 shares of Common Stock. As a result of the Reverse Stock Split, the Company will be authorized to issue 300,000,000 shares of Common Stock. As of July 20, 2017, there were 1,146 million shares of Common Stock outstanding. As a result of the Reverse Stock Split, there will be approximately 114.6 million shares of Common Stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares). The Reverse Stock Split will not have any effect on the stated par value of the Common Stock.
The Reverse Stock Split does not affect the Company’s authorized preferred stock. There are no outstanding shares of the Company’s preferred stock. After the Reverse Stock Split, the Company’s authorized preferred Stock of 1,000,000 shares will remain unchanged.
Immediately after the Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain virtually unchanged except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse Stock Split.
All options, warrants, and convertible securities of the Company outstanding, if any, immediately prior to the Reverse Stock Split will be appropriately adjusted by dividing the number of shares of Common Stock into which the options, warrants and convertible securities are exercisable or convertible by 10 and multiplying the exercise or conversion price thereof by 10, as a result of the Reverse Stock Split.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. A copy of the Certificate is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
|3.1||Certificate of Change to Nevada Revised Statutes Section 78.209, as with the Secretary of State of the State of Nevada filed on July 19, 2017|
ASIA EQUITY EXCHANGE GROUP, INC. Exhibit…To view the full exhibit click
About Asia Equity Exchange Group, Inc. (OTCMKTS:AEEX)
Asia Equity Exchange Group, Inc., formerly I In The Sky, Inc., operates in the online equity information industry. The Company through its subsidiary, Asia Equity Exchange Group Company Limited, offers an international equity assistance and information service platform designed to provide member registration services, equity investment financing information to enterprises in Asia, mainly in China. Its member registration services refer to companies seeking to join its equity investment and financing information dissemination platform. The Company through its indirect subsidiaries, AEEX (HK) International Finance Service Limited and Yinfu Guotai Investment Consultant (Shenzhen) Co. Ltd., is also engaged in the provision of investment and corporate management consultancy services. The Company’s original business plan was to manufacture and market global positioning system (GPS) tracking devices and software to businesses and families.