On January 22, 2019, REAC Group, Inc., a Florida corporation (the
), filed Articles of Amendment to its Amended and Restated Articles of Incorporation (the
) with the Secretary of State of Florida to effectuate on March 1, 2019, a 1-for-10,000 reverse stock split (the
Reverse Stock Split
) of the Companys common stock, par value $0.00001 per share (the
), and a decrease in the authorized amount common stock from 9.999 billion (9,999,000,000) to 200 million (200,000,000) shares (the
As previously disclosed in the Companys Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on February 1, 2019, the Reverse Stock Split and Authorized Decreas e were approved by the Companys majority stockholder on January 21, 2019 (the
). On that date, the Company received written consent in lieu of a meeting of stockholders (the
) from the holder of shares of voting securities representing approximately 86.79% of the total issued and outstanding shares of voting securities of the Company approving the Reverse Stock Split and Authorized Decrease.
As a result of the Reverse Stock Split, each 10,000 issued and outstanding shares of Common Stock before the Reverse Stock Split (the
) will become and be automatically converted into one (1) share of Common Stock after the Reverse Stock Split (the
), with shareholders who would receive a fractional share to receive such additional fractional share as will result in the holder having a whole number of shares.
As a result of the Reverse Stock Split, the number of shares of Common Stock issued and outstanding will decrease from 553,407,286 to approximately 55,341 (based on the number of shares of Common Stock outstanding as of the Record Date). Since additional fractional shares may be issued in order to round up fractional shares, we do not know the exact number of New Shares that will be outstanding after the Reverse Stock Split.
The Company transfer agent, Colonial Stock Transfer, will act as the exchange agent for purposes of implementing the exchange of stock certificates.
On February 1, 2019, the Financial Industry Regulatory Authority (
) notified the Company that FINRA had received the necessary documentation to process theReverse Stock Split pursuant to FINRA Rule 6490 and that the Reverse Stock Split would take effect at the opening of trading on March 1, 2019. The Companys shares will continue to trade on The OTC Markets marketplace under the symbol REAC with the letter D added to the end of the trading symbol for a period of 20 trading days to indicate that theReverse Stock Split has occurred.
The new CUSIP number for the Companys Common Stock will be 74945M203.
Item 9.01 Financial Statements and Exhibits.
Articles of Amendment, filed January 22, 2019, to the Amended and Restated Articles of Incorporation of REAC Group, Inc., effective March 1, 2019
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.
REAC GROUP, INC.
Dated: February 4, 2019
/s/ ROBERT DEANGELIS
Chief Executive Officer, President, Secretary & Treasurer
(Principal Executive Officer)
(Principal Financial and Accounting Officer)
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