SNAP INTERACTIVE, INC. (OTCMKTS:STVI) 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 November 29, 2016, certain stockholders (the
Majority Stockholders) holding more
than a majority of the issued and outstanding shares of common
stock of Snap Interactive, Inc. (the
Company) as of November 29, 2016 took
action by written consent to authorize the Companys Board of
Directors (the Board) to file a
Certificate of Amendment to the Companys Certificate of
Incorporation, as amended (the Certificate of
Amendment), to effect (i) a reverse stock split of
the Companys issued and outstanding shares of common stock at a
ratio of between 1-for-20 and 1-for-100, with the ratio within
such range to be determined by the Board in its sole discretion
(the Reverse Stock Split), and (ii) a
proportional reduction in the number of authorized shares of
common stock from 500.0 million to between approximately 25.0
million shares of common stock and 5.0 million shares of common
stock in connection with the Reverse Stock Split (the
Authorized Share Reduction). On
November 29, 2016, the Company filed with the Securities and
Exchange Commission, and on November 30, 2016, commenced mailing
to its stockholders, a Definitive Information Statement on
Schedule 14C disclosing the action of the Majority Stockholders
taken by written consent (the Information
Statement).
Notwithstanding approval by the Majority Stockholders of the
filing of the Certificate of Amendment, the Reverse Stock Split
and Authorized Share Reduction will only be effected upon a
determination by the Board, in its sole discretion, that
effecting the Reverse Stock Split and Authorized Share Reduction
is in the best interests of the Company and its stockholders. The
actual timing for implementation of the Reverse Stock Split and
Authorized Share Reduction will be determined by the Board based
upon its evaluation as to when such action would be most
advantageous to the Company and its stockholders, but will be at
least twenty (20) calendar days after the distribution of the
Information Statement to the Companys stockholders and no later
than November 29, 2017. If the Board chooses to implement the
Reverse Stock Split and Authorized Share Reduction, the Company
will make a public announcement regarding the determination of
the Reverse Stock Split and Authorized Share Reduction ratio.
The approval of the Certificate of Amendment by written consent
was made to Section 228 of the Delaware General Corporation Law,
which provides that any action that may be taken at a meeting of
the stockholders may be taken by the written consent of the
holders of the number of shares of voting stock required to
approve the action at a meeting. The approval of the Certificate
of Amendment required the approval by a majority of the holders
of the Companys outstanding common stock. As of November 29,
2016, the Majority Stockholders executing the written consent
held 124,252,078 shares of the Companys common stock, excluding
certain shares of common stock currently held in an escrow
account to satisfy indemnification claims that may result from
the Companys recent merger with A.V.M. Software, Inc. (d/b/a
Paltalk), or approximately 52.9% of the Companys issued and
outstanding shares of common stock. Each of the Majority
Stockholders voted for the approval of the filing of the
Certificate of Amendment, and there were no votes cast against or
withheld, nor were there any abstentions or broker non-votes, in
connection with the approval of the Certificate of Amendment.
About SNAP INTERACTIVE, INC. (OTCMKTS:STVI)
Snap Interactive, Inc. operates a portfolio of dating applications. The Company’s dating applications include FirstMet and The Grade. The Company provides an online dating application under the FirstMet brand that is native on Facebook, iPhone operating systems (iOS) and Android platforms, and is also accessible on mobile devices and desktops at FirstMet.com. The FirstMet application is available to users and active subscribers. The Company’s online dating application under The Grade brand is native on iOS and Android. The Grade is a mobile dating application that holds users accountable to a standard of behavior by using an algorithm that assigns letter grades to users ranging from A+ to F, based on profile quality, messaging quality and reviews from other users of the application. Users with a grade of D receive a warning and instructions on how to improve their grade, while users failing to improve an F grade are at risk of expulsion. SNAP INTERACTIVE, INC. (OTCMKTS:STVI) Recent Trading Information
SNAP INTERACTIVE, INC. (OTCMKTS:STVI) closed its last trading session down -0.015 at 0.141 with shares trading hands.