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): December 4, 2019
PENINSULA ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-55832 | 82-1858829 | ||
| (State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
| of Incorporation) | Identification No.) |
| 2255 Glades Road, Suite 324A | ||
| Boca Raton, Florida | 33431 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(561) 989-2208
(Registrant’s Telephone Number, Including Area Code)
N/A
(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:
| ☐ | 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:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
| N/A | N/A | N/A |
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 6, 2019, Peninsula Acquisition Corporation (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to increase the number of authorized shares of common stock of the Company from 50,000,000 to 750,000,000 (the “Authorized Share Increase”). The Certificate of Amendment was approved on December 4, 2019 by holders of 93.5% of the outstanding shares of common stock of the Company pursuant to the Company’s consent solicitation statement as set forth in its Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on December 2, 2019.
Pursuant to the Certificate of Amendment, effective as of December 6, 2019, the number of authorized shares of common stock was increased to 750,000,000.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The information included in Item 5.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.07.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is provided as part of this Current Report on Form 8-K:
| Exhibit Number | Description | |
| 3.1 | Certificate of Amendment of Certificate of Incorporation of Peninsula Acquisition Corporation, dated December 6, 2019. |
1
SIGNATURE
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.
| PENINSULA ACQUISITION CORPORATION | ||
| Dated: December 6, 2019 | By: | /s/ Ian Jacobs |
|
Ian Jacobs Chief Executive Officer | ||
2
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
PENINSULA ACQUISITION CORPORATION
(Pursuant to Section 228 and Section 242 of the
General Corporation Law of the State of Delaware)
Peninsula Acquisition Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), does hereby certify that:
1. The board of directors of the Corporation duly adopted resolutions declaring advisable the following amendment to the Certificate of Incorporation of the Corporation and that this amendment was submitted to the stockholders of the Corporation for approval.
2. Article 5, first paragraph is being amended as follows:
“The total number of shares of capital stock which the Corporation shall have authority to issue is 755,000,000 shares. These shares shall be divided into two classes with 750,000,000 shares designated as common stock at $0.0001 par value (the “Common Stock”) and 5,000,000 shares designated as preferred stock at $0.0001 par value (the “Preferred Stock”).
3. The Corporation’s stockholders approved the aforesaid amendment by written consent in accordance with the provisions of Section 228 of the DGCL.
4. The foregoing amendment was duly adopted in accordance with the provisions of Section 228 and Section 242 of the DGCL.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by a duly authorized officer of the Corporation as of this 6th day of December, 2019.
| PENINSULA ACQUISITION CORPORATION | ||
| By: | /s/ Ian Jacobs | |
| Name: | Ian Jacobs | |
| Title: | Chief Executive Officer | |