SURGE COMPONENTS, INC. (OTCMKTS:SPRS) Files An 8-K Material Modification to Rights of Security Holders

SURGE COMPONENTS, INC. (OTCMKTS:SPRS) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03.

Material Modifications to Rights of Security Holders.
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Effective February 5, 2019, Surge Components, Inc. (the “Company”) completed its reincorporation from a Nevada corporation to a Delaware corporation (the “Reincorporation”). As of that date, the rights of the Company’s stockholders began to be governed by the Delaware corporation laws, the Delaware Certificate of Incorporation and the Delaware Bylaws. A copy of the Company’s Certificate of Incorporation as filed with the Delaware Secretary of State is attached hereto as Exhibit 3.3, and the Company’s newly adopted Bylaws as a Delaware corporation are attached hereto as Exhibit 3.4, and both such exhibits are incorporated herein by reference.

The Reincorporation was approved by the Company’s stockholders at the Company’s annual meeting held on October 4, 2018 (the “2018 Annual Meeting”). A description of the changes in the rights of stockholders as a result of the change in the state of incorporation and the adoption of the Company’s Certificate of Incorporation and Bylaws can be found in the section of Company’s definitive proxy statement for the 2018 Annual Meeting captioned “Proposal No. 2 –Reincorporation of the Company from the State of Nevada to the State of Delaware to a Plan of Conversion” filed with the Securities and Exchange Commission on September 6, 2018, which description is incorporated herein by reference.

Other than the change in the state of incorporation, the Reincorporation did not result in any change in the business, physical location, management, assets, liabilities or net worth of the Company, nor did it result in any change in location of the Company’s employees, including the Company’s management.

The Reincorporation did not alter any stockholder’s percentage ownership interest or number of shares owned in the Company and the Company’s common stock continues to be quoted on the OTC Pink Marketplace under the symbol “SPRS”. The stockholders need not exchange existing stock certificates for stock certificates of the Delaware corporation.

Item 5.03. Amendments to Articles of Incorporation or Bylaws

The information included in Item 3.03 to this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

EX-3.1 2 f8k020519ex3-1_surgecomp.htm ARTICLES OF CONVERSION,…
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Surge Components, Inc. (Surge) is a supplier of electronic products and components. The Company’s products include capacitors, which are electrical energy storage devices, and discrete components, such as semiconductor rectifiers, transistors and diodes, which are single function low power semiconductor products that are packaged alone as compared to integrated circuits, such as microprocessors. The products that the Company sells are utilized in the electronic circuitry of products, including automobiles, telecomm, audio, cellular telephones, computers, consumer electronics, garage door openers, household appliances, power supplies and security equipment. The products that the Company sells are sold to both original equipment manufacturers (OEMs) and to distributors of the lines of products it sells. Surge supplies a range of electronic components, which can be divided into approximately two categories, including capacitors and discrete components.

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