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): May 11, 2016 

Western Capital Resources, Inc.

(Exact name of registrant as specified in its charter)

11550 “I” Street, Suite 150, Omaha, NE 68137

(Address of principal executive offices) (Zip Code)

(402) 551-8888

(Registrant's telephone number, including area code)

Not Applicable

(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:

Item 3.03.   Material Modification to Rights of Security Holders

The Reincorporation

On May 11, 2016, Western Capital Resources, Inc. changed its state of incorporation from the State of Minnesota to the State of Delaware pursuant to a plan of conversion, dated May 11, 2016 (the “Plan of Conversion”). The reincorporation was approved by shareholders at a special meeting of the shareholders held on January 20, 2016.

Effects of the Reincorporation

As a result of the reincorporation:

The foregoing description of the reincorporation does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan of Conversion, a copy of which is filed as Exhibits 2.1 to this report and incorporated herein by reference.

Certain rights of company shareholders were also changed as a result of the reincorporation, as described in the company’s Proxy Statement filed with the SEC on January 4, 2016, under the section entitled “Proposal 2 – Approval of Reincorporation of the Company from Minnesota to Delaware – Comparison of the Rights of Shareholders,” which description is incorporated in its entirety herein by reference.

The reincorporation did not result in any material changes in the company’s business, employees, assets and liabilities or the location of the company’s offices. The reincorporation was a tax-free reorganization under the U.S. Internal Revenue Code.

The Delaware Certificate of Incorporation and the Delaware Bylaws

The provisions of the Delaware Certificate of Incorporation and new corporate bylaws are similar in substance to those of the prior Articles of Incorporation and bylaws, respectively. The differences include but are not limited to:

The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Certificate of Incorporation and new corporate bylaws, copies of which are filed as Exhibits 3.1 and 3.2, respectively, to this report and incorporated herein by reference.

More information about the differences between the Delaware Certificate of Incorporation and the Delaware bylaws, on the one hand, and the prior Minnesota Articles of Incorporation and Minnesota bylaws, on the other, may be found in the Proxy Statement disclosures referred to in Item 3.03 above, which disclosure is incorporated in its entirety herein by reference.

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

The information set forth under Item 3.03 of this report is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits

SIGNATURE

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.

EXHIBIT INDEX