SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

 

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 21, 2018  

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):

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, indicated 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.  ☐

On March 21, 2018, Pacific Health Care Organization, Inc. (the “Company”) filed Articles of Amendment to its Articles of Incorporation (the “Amendment”) with the Division of Corporations and Commercial Code of the State of Utah.  The Amendment will become effective on April 5, 2018.  A copy of the Amendment is attached hereto as Exhibit 3.01.

On March 14, 2018, the Company completed a mailing to its shareholders of a Definitive Information Statement on Schedule 14C (the “Information Statement”) which was filed by Company with the Securities and Exchange Commission (the “Commission”) on March 6, 2018.  The Information Statement notified shareholders that on February 8, 2018, the board of directors of the Company approved the Amendment to increase the authorized common stock of the Company from 50,000,000 shares to 200,000,000 shares and to forward split the issued and outstanding common stock of the Company at a ratio of four-shares-for-one-share (4:1), with any fractional shares being rounded to the next whole share (the “forward split”).  The Company’s Articles of Incorporation provide that in the event of any subdivision of the Company’s common stock, such as a forward split, the number of shares of Series A preferred stock outstanding will be forward split on the same terms and conditions as the common stock.  Neither the number of shares of authorized preferred stock nor the number of shares designated as Series A preferred stock will increase as a result of the Amendment.  The Information Statement further notified shareholder that on February 21, 2018, Tom Kubota, the holder of approximately 60.8% of the Company’s issued and outstanding common stock, and 100% of its issued and outstanding Series A preferred stock, which votes together with its common stock as a single class on all matters submitted to a vote of the holders of its common stock, delivered a written consent approving the Amendment.

Upon effectiveness of the forward split on April 5, 2018, as discussed in Item 8.01 of this report, each outstanding share of Company common stock and Series A preferred stock will automatically be converted at the applicable forward split ratio without any exchange of stock certificates.  Shareholders are not requested to send in their stock certificates for exchange and the Company will not send additional stock certificates representing the additional shares.  As a result of the forward split, the number of issued and outstanding shares of common stock will be adjusted from 800,000 shares to approximately 3,200,000 shares and the number of issued and outstanding shares of Series A preferred stock will be adjusted from 1,000 shares to 4,000 shares.      

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