Current Report Filing (8-k)

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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): October 21, 2021

 

FORTUNE VALLEY TREASURES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		000-55555		32-0439333
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

13th Floor, Building B1, Wisdom Plaza Qiaoxiang Road, Nanshan District Shenzhen, Guangdong, China		518000
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (86) 755-86961405

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

☐	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))

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

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 3.03. Material Modification to Rights of Security Holders.

 

The Board of Directors of Fortune Valley Treasures, Inc., a Nevada corporation (the “Company”) has approved a reverse stock split of the Company’s authorized and issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-20 (the “Reverse Stock Split”).

 

Reason for the Reverse Stock Split

 

The Reverse Stock Split is being effected solely to enable the Company to expeditiously meet the initial listing standards of the NASDAQ Stock Market in connection with the Company’s application to list the Common Stock on the NASDAQ Capital Market. As of the date of this report, the Common Stock is quoted for trading on the OTC Pink Open Market and has not been approved for listing on the NASDAQ Capital Market or any other securities exchange, and any such listing may never occur.

 

Effects of the Reverse Stock Split

 

Effective Date; Symbol; CUSIP Number. The Reverse Stock Split will become effective with FINRA and in the marketplace on October 21, 2021 (the “Effective Date”), at which time the Common Stock will begin trading on a split-adjusted basis. On the Effective Date, the trading symbol for the Common Stock will change to “FVTID” for a period of 20 business days, after which the final “D” will be removed from the Company’s trading symbol, which will revert to the original symbol of “FVTI”. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 34970E203.

 

Split Adjustment; Treatment of Fractional Shares. On the Effective Date, the total number of shares of Common Stock held by each stockholder of the Company will be converted automatically into the number of whole shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 20, with such resulting number of shares rounded up to the nearest whole share. The Company will issue one whole share of the post-Reverse Stock Split Common Stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split. As a result, no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split.

 

Non-Certificated Shares; Certificated Shares. Stockholders who are holding their shares in electronic form at brokerage firms do not have to take any action, as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.

 

Stockholders holding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent and registrar, Transhare Corporation, at the address given below. The transfer agent will issue a new share certificate reflecting the Reverse Stock Split to each requesting stockholder.

 

Transhare Corporation

Bayside Center 1

17755 North US Highway 19, Suite 140

Clearwater, Florida 33764

Phone: [phone]

 

Please contact Transhare Corporation for further information, related costs and procedures before sending any certificates.

 

Nevada State Filing. The Reverse Stock Split was effected by the Company’s filing of a Certificate of Change (the “Certificate”) with the Secretary of State of the State of Nevada on September 24, 2021, in accordance with Nevada Revised Statutes (“NRS”) Section 78.209. The Certificate will become effective on the Effective Date. Under Nevada law, no amendment to the Company’s Articles of Incorporation is required in connection with the Reverse Stock Split. A copy of the Certificate is attached hereto as Exhibit 3.1 and incorporated herein by reference.

 

 

No Stockholder Approval Required. Under Nevada law, because the Reverse Stock Split was approved by the Board of Directors of the Company in accordance with NRS Section 78.207, no shareholder approval was required. NRS Section 78.207 provides that the Company may effect the Reverse Stock Split without shareholder approval if (x) both the number of authorized shares of common stock and the number of outstanding shares of common stock are proportionally reduced as a result of the Reverse Stock Split; (y) the Reverse Stock Split does not adversely affect any other class of stock of the Company; and (z) the Company does not pay money or issue scrip to shareholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split. As described herein, the Reverse Stock Split complies with these requirements.

 

Capitalization. Prior to the Effective Date, the Company was authorized to issue 3,000,000,000 shares of Common Stock. As a result of the Reverse Stock Split, the Company is authorized to issue 150,000,000 shares of Common Stock (the Company’s authorized shares of Common Stock were reduced in the same ratio (1-for-20) as its outstanding Common Stock is reduced). Immediately prior to the Effective Date, there were 313,098,220 shares of Common Stock outstanding. As a result of the Reverse Stock Split, there will be 15,654,911 shares of Common Stock outstanding (subject to adjustment due to the treatment of fractional shares). The Reverse Stock Split will have no effect on the stated par value of the Common Stock.

 

Immediately after the Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain unchanged as a result of the Reverse Stock Split, except for minor changes and adjustments that will result from the treatment of fractional shares. The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse Stock Split.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The information set forth in Item 3.03 is hereby incorporated by reference into this Item 5.03.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
3.1		Certificate of Change of Fortune Valley Treasures, Inc. dated September 24, 2021
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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.

 

Dated: October 21, 2021

 

	FORTUNE VALLEY TREASURES, INC.
	By:	/s/ Yumin Lin
	Name:	Yumin Lin
	Title:	Chief Executive Officer, President and Secretary