SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act 1934
Date of Report (date of earliest event reported):
February 4, 2013
QKL STORES INC.
(Exact name of registrant as specified in
|(State of Incorporation)
|| (Commission File No.)
4 Nanreyuan Street
163300 Daqing, PRC
(Address Of Principal Executive Offices)
(Registrant’s Telephone Number, Including
(Former Name or Former Address, is Changed
Since Last Report)
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 (see General Instruction
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.03. Material Modifications to Rights of Security Holders.
The information set forth in Item 5.03 is
incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
On February 4, 2013,
QKL Stores Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Certificate of Incorporation,
as amended to date (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to effect
a one-for-eight reverse stock split (the “Reverse Split”) of the issued and outstanding common stock of the Company,
so that every eight (8) outstanding shares of common stock before the Reverse Split represents one (1) share of common stock after
the Reverse Split. The Reverse Split became effective on and as of February 4, 2013. The Reverse Split was duly approved by the
Board of Directors of the Company and the Company’s shareholders entitled to vote a majority of the shares of common stock
pursuant to Delaware General Corporation Law.
As a result of the
Reverse Split, the number of outstanding shares of common stock of the Company will be reduced to approximately 1.44 million shares.
Fractional stockholdings will be rounded up to the nearest whole number. Each shareholder's percentage ownership interest in the
Company and proportional voting power remains unchanged after the Reverse Split except for minor changes and adjustments resulting
from rounding of fractional interests. The rights and privileges of the holders of common stock are substantially unaffected by
the Reverse Split. The Reverse Split is part of the Company’s strategy to maintain the listing of its shares on the NASDAQ
A copy of the Certificate of Amendment is
attached to this Current Report on Form 8-K as Exhibit 3.1.
Item 8.01 Other Events.
At the market opening
on February 5, 2013, the Company’s common stock began trading on The NASDAQ Stock Market on a post-split adjusted basis.
The Company’s common stock will continue to trade under the symbol “QKLS”, but is assigned a new CUSIP number.
On February 4, 2013, the Company issued a press release announcing the Reverse Split. A copy of the press release is attached as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
||Certificate of Amendment|
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.
||QKL STORES INC.|
||/s/ Tsz-Kit Chan|
Chief Financial Officer
Date: February 5, 2013
||Certificate of Amendment|