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): April 20, 2017
SYMBID CORP.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-177500
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45-2859440
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Marconistraat 16
3029 AK Rotterdam, The Netherlands
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N/A
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(Address
of principal executive offices)
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(Zip
Code)
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+ 31 (0) 1 089 00 400
(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 (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))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging
growth company ☑
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☑
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year
On
April 20, 2017, our Board of Directors and stockholders holding
149,863,484 shares of Common Stock, representing 80% of our
outstanding voting stock, in accordance with Section 78.320 of the
Nevada Revised Statutes, have consented in writing to the following
corporate actions:(i) a reverse stock split of our common stock,
$0.001 par value per share, at a ratio of not less than 1:40 and
not more than 1:80, with authorization to our Board of Directors to
determine the exact split ratio within this range, at its
discretion (the “Reverse Stock Split’) and (ii) a name
change from Symbid Corp. to Sincerity Applied Materials Holdings
Corp (the “Name Change”). We will effect the Name
Change and the Reverse Stock Split by amending our Articles of
Incorporation through the filing of a Certificate of
Amendment.
In
accordance with Regulation 14C promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”),
we will file the definitive Information Statement on Schedule 14C
(the “Information Statement”) and will deliver a copy
of the Information Statement to our stockholders of record at the
close of business on April 20, 2017. The Name Change and the
Reverse Stock Split will not become effective until at least 20
calendar days after the first date of the delivery of the
Information Statement to all stockholders of record at the close of
business on April 20, 2017.
We have
notified Financial Regulatory Authority, Inc. (“FINRA”)
of these proposed corporate actions, as required by Rule 10b-17
under the Exchange Act and the rules and procedures of FINRA.
Promptly following the expiration of the 20-calendar day period
referenced above and, subject to FINRA completion of its review, we
intend to file the Certificate of Amendment with the Secretary of
State of the State of Nevada, which is expected to be prior to or
contemporaneously with the announcement of these corporate actions
by FINRA on the Daily List.
Item 5.07 Submission of Matters to a Vote of Security
Holders
Reference
is made to the disclosure set forth under Item 5.03 above, which
disclosure is incorporated herein by reference.
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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.
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SYMBID
CORP.
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Date:
April
25, 2017
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By:
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/s/
Korstiaan
Zandvliet
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Name: Korstiaan Zandvliet |
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Title: President |
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