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EX-3.1 - EXHIBIT 3.1 - Takung Art Co., Ltdv393489_ex3-1.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 5, 2014

 

TAKUNG ART CO., LTD

(Exact name of registrant as specified in its charter)

 

 

 

         
Delaware   333-176329   26-4731758

(State or other jurisdiction

of incorporation)

 

 

(Commission

File Number)

 

 

(IRS Employer

Identification No.)

 

 

Flat/RM 03-04 20/F Hutchison House

10 Harcourt Road, Central Hong Kong

(Address of Principal Executive Offices)

 

Registrant’s telephone number: +852 66142555

 

Cardigant Medical Inc.

(Former name or former address, if 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 A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

Item 5.03.      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On November 5, 2014, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to change its name from “Cardigant Medical Inc.” to “Takung Art Co., Ltd.” The name change was effected pursuant to Section 242 of the Delaware General Corporation Law (the “DGCL”). Under the DGCL, the name change did not require stockholder approval. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

The Company’s name change will become effective for its principal market, the OTCQB, upon approval by the Financial Industry Regulatory Authority. Before that, the Company’s common stock continues to trade on the OTCQB under the ticker symbol “CARD.”

 

 

Item 9.01      Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.

Description

 

3.1 Certificate of Amendment to the Certificate of Incorporation

 

 
 

 

SIGNATURES

 

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.

 

     
    Takung Art Co., Ltd
   
Date: November 6, 2014    
   
   

/s/ Di Xiao

    Name: Di Xiao
    Title: Chief Executive Officer, Chief Financial Officer and Director