Current Report Filing (8-k)
26 February 2020 - 7:37PM
Edgar (US Regulatory)
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): February 26, 2020 (February 26, 2020)
GIGGLES
N’ HUGS, INC.
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(Exact
name of registrant as specified in its charter)
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Nevada
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000-53948
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20-1681362
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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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3222
Galleria Way, Glendale, CA 91210
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(Address
of principal executive offices)
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(818)
956-4847
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(Registrant’s
telephone number, including area code)
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(Former
name or former address, if changed since last report.)
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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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company [X]
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. [ ]
Securities
registered pursuant to Section 12(b) of the Act: None
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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On
February 26, 2020, Giggles N’ Hugs Inc. (the “Company”) completed a 1-for-25 reverse split of the Company’s
issued and outstanding shares of common stock (the “Reverse Split”), which was completed by the filing of a Certificate
of Change Pursuant to NRS 78.209 (the “Certificate of Change”) with the Nevada Secretary of State on February 24,
2020.
The
Reverse Split was duly approved by the Board of Directors of the Company without stockholder approval, in accordance with the
authority conferred by Section 78.207 of the Nevada Revised Statutes. The Certificate of Change also decreased the authorized
number of shares of the Company’s common stock from 1,250,000,000 shares to 45,000,000 shares.
Pursuant
to the Reverse Split, holders of the Company’s common stock are deemed to hold one (1) post-split share of the Company’s
common stock for every twenty five (25) shares of the Company’s common stock held. No fractional shares were issued in connection
with the Reverse Split. Stockholders who entitled to a fractional post-split share received in lieu thereof one (1) whole post-split
share.
At
the market opening on February 26, 2020, the Company’s common stock began trading on the OTC Markets Pink tier on a split-adjusted
basis. The Company’s common stock will continue to trade under the symbol “GIGL” (temporary symbol “GIGLD”
indicating a reverse stock split has occurred). The new CUSIP number for the Company’s common stock is 37518A203. Following
the effectiveness of the Reverse Split, the Company has 6,822,979 shares of common stock issued and outstanding.
On
February 25, 2020, the Company issued a press release announcing the Reverse Split, a copy of which is filed herewith as Exhibit
99.1.
Item
9.01.
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Financial
Statements and Exhibits
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(d)
Exhibits
The
following exhibits are filed herewith:
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.
Date:
February 26, 2020
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GIGGLES
N’ HUGS, INC.
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/s/
Joey Parsi
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Name:
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Joey
Parsi
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Title:
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Chief
Executive Officer
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