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 29, 2016

Registrant’s Telephone Number, Including Area Code: 646-839-8800

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):

On November 29, 2016, Grandparents.com, Inc. (the “Company”) filed a Certificate of Amendment to its Third Amended and Restated Certificate of Incorporation (the “Charter”) to increase the number of the Company’s authorized shares of common stock, par value $0.01 per share (the “Common Stock”), by 1,806,500,000, from 350,000,000 to 2,156,500,000 shares (the “Certificate of Amendment”).

The foregoing description of the Certificate of Amendment is not complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Amendment, which is attached to this Current Report as Exhibit 3.1 and is incorporated herein by reference.

(a)       On November 29, 2016, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the holders of shares of Common Stock and shares of the Company’s Series C Redeemable Convertible 7.5% Preferred Stock, par value $0.01 per share (the “Series C Preferred”), representing an aggregate of 137,436,023 votes, were present at the Special Meeting or represented by proxy. The holders of the Company’s Common Stock and Series C Preferred voted together as a single class, with the Series C Preferred voting on an as-converted basis. Together, the shares of Common Stock and Series C Preferred voting on an as converted basis present at the Special Meeting or represented by proxy represented 65.12% of the outstanding voting stock of the Company entitled to vote as of the record date of November 2, 2016.

(b)       The following actions were taken at the Special Meeting:

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.