Attached files
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| EX-3.1 - ARTICLES OF INCORPORATION / BYLAWS - Sincerity Applied Materials Holdings Corp. | sbid_ex31.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): June 9, 2017
(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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Sincerity Applied Materials Holdings
Corp.
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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)
SYMBID CORP.
(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 June
9, 2017, we filed a Certificate of Amendment to our Articles of
Incorporation (the “Charter Amendment”) with the Nevada
Secretary of State, and effected a name change from Symbid Corp. to
Sincerity Applied Materials Holdings Corp. (the “Name
Change”) and a 1-for-60 reverse stock split (the
“Reverse Stock Split”) of our common stock, $0.001 par
value per share. The Charter Amendment was previously authorized by
the sole member of the Board of Directors and holders of 80% of our
outstanding voting stock on May 1, 2017. As previously reported in
a Form 8-K dated June 9, 2017, on June 5, 2017, the Company
executed an Acquisition Agreement with Sincerity Australia Pty Ltd,
an Australia corporation (“SAPL”) and the sole
shareholder/member of SAPL (the “Acquisition
Agreement”) which contemplates the acquisition of the
outstanding capital stock of SAPL by the Company. With the
permission of SAPL, the Company changed its name to Sincerity
Applied Materials Holdings Corp. to facilitate transactions
contemplated by the Acquisition Agreement. If the parties determine
to terminate the Acquisition Agreement and transactions
contemplated thereby, we may adopt another name.
The
Charter Amendment is filed as Exhibit 3.1 hereto and incorporated
herein by reference.
Item 8.01
Other Events
In
connection with the Name Change, we have submitted to the Financial
Industry Regulatory Authority, Inc. (“FINRA”) a
voluntary request for the change of our trading symbol to
“SINC.” On June 12, 2017, FINRA notified us that the
Name Change and the Reverse Stock Split will take effect on the
over-the-counter market at the open of business on June 14, 2017,
at which time the Company’s common stock will trade on a post
stock split basis under the symbol “SBIDD”. The
new trading symbol “SINC” will take effect on July 13,
2017, which is 20 business days from June 14, 2017.
Item
9.01 Financial Statements and
Exhibits
(d)
Exhibits
Exhibits
filed as part of this Current Report are as follows:
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Exhibit
No.
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Description
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3.1
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Certificate of Amendment to
Articles of Incorporation, filed with the Nevada Secretary of State
on June 9, 2017
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2
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:
June
13, 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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