On November 22, 2016, Live Ventures Incorporated (we, our, or the Company) filed a Certificate of Change with the Office of the Secretary of State of the State of Nevada in order to effectuate a one-for-six (1:6) reverse stock split (the Reverse Stock Split) and a contemporaneous one-for-six (1:6) reduction in the number of our authorized shares of common stock, par value $0.001 per share (our Common Stock) from 60,000,000 to 10,000,000 shares, in accordance with the procedure authorized by the Nevada Revised Statutes Sections 78.207 and 78.209. Our board of directors approved this corporate action by a unanimous written consent. The Reverse Stock Split is intended to increase the per share trading price of our common stock, which may attract a broader, more diverse stockhold er base. The Reverse Stock Split did not require stockholder approval.
As a result of the Reverse Stock Split, stockholders of record as of December 5, 2016 will receive one share for every six shares of our Common Stock then held. The par value and other terms of our Common Stock will not be affected by the Reverse Stock Split. Any fractional shares of our Common Stock resulting from the Reverse Stock Split for any holder will be rounded up to the next whole share. No fractional shares will be issued in connection with the Reverse Stock Split. We expect that, as of the record date, we will have approximately 16,735,229 pre-Reverse Stock Split issued and outstanding shares of our Common Stock, which will result in approximately 2,789,205 post-Reverse Stock Split shares of our Common Stock then being issued and outstanding.
The Reverse Stock Split is intended to be effective as of 5:00 p.m., Pacific Time, on December 7, 2016. We anticipate that the Reverse Stock Split will be effective for trading purposes at the market opening on December 8, 2016, at which time our Common Stock will begin trading on the NASDAQ Capital Market on a split-adjusted basis. Our Common Stock will continue to trade under the symbol LIVE. The new CUSIP number for our Common Stock post-Reverse Stock Split will be 538142 308. Stockholders are not required to take any action to effect the exchange of their shares of Common Stock.
A copy of the Certificate of Change is attached as Exhibit 3.1.5 to this Current Report on Form 8-K.
Section 9 Financial Statements and Exhibits
Item 9.01 Exhibits
See Exhibit Index.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
LIVE VENTURES INCORPORATED
Dated: November 25, 2016
/s/ Jon Isaac
Chief Executive Officer and resident
Certificate of Change, as filed with the Office of the Secretary of State of the State of Nevada (intended to be effective on December 7, 2016)
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