Minn Shares Inc. (OTCMKTS:MSHS) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.

On February 14, 2017 (the “Record Date”), the stockholders (the “Stockholders”) holding a majority of the outstanding shares of Minn Shares Inc. (the “Company”) executed a written consent in lieu of a special meeting approving an amendment to the Company’s certificate of incorporation to approve a reverse stock split of the Company’s common stock, par value $0.0001 (the “Common Stock”), at a ratio of 1-for-50.

Item 8.01 Other Items.

On February 15, 2017, the Company disclosed that it expects to conduct a private placement (the “Private Placement”) of up to 33,333,333 units, with each unit consisting of one share of Common Stock and one Common Stock purchase warrant at an offering price of $0.06 per unit (on a pre-reverse split basis) to accredited investors only to raise working capital for the Company. Each warrant will entitle the warrant holder to purchase one share of Common Stock at an exercise price of $0.10 per share. The Company also disclosed that it plans to issue approximately 30,000,000 shares of Common Stock (on a pre-reverse split basis) to convert an aggregate amount of approximately $3 million in principal and interest due under the Company’s junior bridge notes, senior bridge notes, convertible promissory notes, and certain accounts payable at a conversion price of $0.10 per share (the “Debt Conversion”).

Rule 135c Notice

The Common Stock and warrants to be issued in the Private Placement and the Debt Conversion will not be or have been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The disclosure within this Current Report on Form 8-K is being made to and in accordance with Rule 135c under the Securities Act of 1933, as amended. As required by Rule 135c, this report does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.