Attached files
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EX-31.4 - EXHIBIT 31.4 - NowNews Digital Media Technology Co. Ltd. | tv491290_ex31-4.htm |
EX-31.3 - EXHIBIT 31.3 - NowNews Digital Media Technology Co. Ltd. | tv491290_ex31-3.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One) |
FORM 10-K/A
Amendment No. 1 |
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2017
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________________ to ___________________
Commission file number: 333-171637
NOWNEWS DIGITAL MEDIA TECHNOLOGY CO. LTD.
(Exact name of registrant as specified in its charter)
Nevada | 36-4794119 | |
State or other jurisdiction of | (I.R.S. Employer | |
Incorporation or organization | Identification No.) |
4F, No. 32, Ln. 407, Sec. 2, Tiding Road, Neihu District, Taipei City, Taiwan | 114 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: +886-2-87978775
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | ¨ | Smaller reporting company | x |
Emerging growth company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
¨ Yes x No
On June 30, 2017, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the Common Stock held by non-affiliates of the registrant was $80,881,500, based upon the closing price on that date of the Common Stock of the registrant on the OTCQB of $5.00. For purposes of this response, the registrant has assumed that its directors, executive officers and beneficial owners of 5% or more of its Common Stock are deemed affiliates of the registrant.
The number of shares of common stock, par value $0.001 (the “Common Stock”), outstanding as of April 16, 2018 is 23,072,000.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Explanatory Note
This Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) amends NowNews Digital Media Technology Co. Ltd.’s Annual Report on Form 10-K for the year ended December 31, 2017, originally filed with the Securities and Exchange Commission on April 17, 2018 (the “Original Filing”) for the purpose of furnishing Exhibits 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.
Except as expressly set forth above, this Amendment No. 1 does not, and does not purport to, amend, update, change or restate the information in any other item of the Original Filing or reflect any events that have occurred after the date of the Original Filing.
Item 15. Exhibits, Financial Statement Schedules.
21.1 | List of Subsidiaries† | |
31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. † |
101.INS | XBRL Instance Document* | |
101.SCH | XBRL Taxonomy Extension Schema Document* | |
101.CAL | XBRL Taxonomy Calculation Linkbase Document* | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document* | |
101.LAB | XBRL Taxonomy Label Linkbase Document* | |
101.PRE | XBRL Taxonomy Presentation Linkbase Document* |
* Filed herewith.
† Previously filed with Annual Report on Form 10-K for year ended December 31, 2017
(1) | Incorporated by reference herein the exhibits to the Company’s Form S-1 filed on January 11, 2011. |
(2) | Incorporated by reference the exhibit to the Company’s Form 10-K filed on November 12, 2014. |
(3) | Incorporated by reference the exhibit to the Company’s Form 8-K filed on November 14, 2014. |
(4) | Incorporated by reference the exhibit to the Company’s Form 8-K/A filed on January 9, 2015. |
(5) | Incorporated by reference the exhibits 10.6 and 10.7 to the Company’s Form 10-K filed on March 31, 2015. |
(6) | Incorporated by reference the exhibits 10.1 to the Company’s Form 8-K filed on April 15, 2016 |
(7) | Incorporated by reference the exhibits 10.1 to the Company’s Form 8-K filed on September 21, 2016 |
(8) | Incorporated by reference the exhibits 10.1 to the Company’s Form 8-K filed on October 7, 2016 |
(9) | Incorporated by reference the exhibits 10.1 to the Company’s Form 8-K filed on November 23, 2016 |
(10) | Incorporated by reference the exhibits 10.1 to the Company’s Form 8-K filed on January 18, 2017 |
(11) | Incorporated by reference the exhibits 10.1 to the Company’s Form 8-K filed on June 27, 2017 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NOWNEWS DIGITAL MEDIA TECHNOLOGY CO. LTD. | ||
Date: April 18, 2018 | By: | /s/ Shuo-Wei Shih |
Shuo-Wei Shih | ||
Chief Executive Officer | ||
(Principal Executive Officer) | ||
Date: April 18, 2018 | By: | /s/ Chi-Yuan Chang |
Chi-Yuan Chang | ||
Interim Chief Financial Officer | ||
(Principal Financial Officer) |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Shuo-Wei Shih | Chief Executive Officer and Director | April 18, 2018 | ||
Shuo-Wei Shih | (Principal Executive Officer) | |||
/s/ Shang-Hong Lin | Director | April 18, 2018 | ||
Shang-Hong Lin | ||||
/s/ En Ming Tseng | Director | April 18, 2018 | ||
En Ming Tseng | ||||
/s/ Yuhao Aixinjueluo | Director | April 18, 2018 | ||
Yuhao Aixinjueluo |