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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):  August 23, 2018 (August 21, 2018)

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (855) 807-8776

______________________________________________________

(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:

Emerging growth company S

As further described in Item 5.07 below, on August 16, 2018, Blackridge Technology Holdings, Inc., a Nevada corporation (the "Company") held its 2018 Annual Meeting of Stockholders (the "Annual Meeting") which was adjourned until, and closed on August 23, 2018 in order to conduct a final tabulation of votes, during which the stockholders of the Company approved the adoption of an amendment to the Company's Articles of Incorporation, as amended (the "Articles of Incorporation"), to increase the Company's authorized common stock, par value $0.001 per share (the "Common Stock"), from 200,000,000 shares to 500,000,000 shares and the Company's authorized preferred stock, par value $0.001 per share, from 10,000,000 shares to 50,000,000 shares (the "Amendment"). In furtherance of the Amendment, the Company filed with the Secretary of State of Nevada a Certificate of Amendment to the Articles of Incorporation, a copy of which is attached as Exhibit 3.1 and is incorporated by reference herein.

As described in the Company's Definitive Proxy Statement on Schedule 14A, as amended, originally filed with the Securities and Exchange Commission on July 18, 2018, at the Annual Meeting, stockholders of the Company were asked to vote on the following proposals: (1) the election of the Common Stock directors by both holders of the Common Stock and the Company's Series A Preferred Stock (the "Preferred Stock") and the election of the Series A Preferred Stock director of the Company by the holders of the Preferred Stock; (2) the ratification of the appointment of Haynie & Company as the Company's independent registered public accounting firm; and (3) the Amendment, as described in Item 5.03 herein.

The number of shares of capital stock entitled to vote at the Annual Meeting as of July 3, 2018 (the "Record Date") was 86,394,056, which represents 129,670,995 votes outstanding (the "Votes Outstanding"), consisting of 82,799,438 votes of the Common Stock and 46,871,557 shares of the Preferred Stock on an as converted basis and discounting any partial shares, with each share of the Preferred Stock entitled to 13.0394 votes. The number of votes present or represented by valid proxy at the Annual Meeting was 83,278,242, which includes 52,820,644 votes of the Common Stock and 30,457,598 votes of the Preferred Stock (the "Preferred Votes") and which in the aggregate represent 64.2% of votes outstanding of the Company (together, the "Voting Stock"). As such, a quorum was established at the Annual Meeting. Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to management's nominees for directors. All matters submitted to a vote of the Company's stockholders at the Annual Meeting were approved, The term of office of each director will be until the 2019 Annual Meeting of Stockholders or until their successors are elected and qualified or until their earlier resignation or removal. The following is a tabulation of the voting on the proposals presented at the Annual Meeting, all results of voting are presented on an as converted basis:

1)	The final results of the election of the Common Stock directors are as follows:

The final results of the election of the Series A Preferred Stock director are as follows:

2)	The ratification of the appointment of Haynie & Company by the Company's Audit Committee of the Board of Directors as the Company's independent registered public accounting firm for the year ending December 31, 2018 was approved with the following voting results:

3)	The  Amendment was approved with the following voting results:

Exhibits

 

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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