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): September 5, 2024
IVEDA SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada | | 001-41345 | | 20-2222203 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1744 S. Val Vista, Suite 213 Mesa, Arizona | | 85204 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(480) 307-8700
(Registrant’s Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):
| ☐ | 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(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.00001 per share | | IVDA | | The Nasdaq Stock Market, LLC |
| Common Stock Purchase Warrants | | IVDAW | | The Nasdaq Stock Market, LLC |
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 ☐
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 September 5, 2024, Iveda Solutions, Inc. (the “Company”) filed a Certificate of Change pursuant to NRS 78.209 of the Company with the Secretary of State of the State of Nevada (the “Certificate of Change”) to effect a 1-for-4 reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”). Following the Reverse Stock Split, the number of the Company’s outstanding shares will be reduced from 18,069,891 to approximately 4,517,473. The Certificate of Change also decreases the number of authorized shares of Common Stock from 37,500,000 to 9,375,000. No fractional shares will be issued in connection with the reverse stock split and fractional shares will be rounded up to the nearest whole number.
The trading symbol for the Common Stock will remain “IVDA.” The Common Stock was assigned a new CUSIP number (46583A 303) which will be effective following the reverse stock split.
The Company will adjust the number of shares available for the number of outstanding awards, the exercise price per share of outstanding warrants, stock options and other terms of outstanding awards issued to reflect the effects of the Reverse Stock Split.
The foregoing description of the Certificate of Change does not purport to be complete and is qualified in its entirety by reference to the Certificate of Change, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements And Exhibits
(a) Exhibits
| Number | | Description |
| 3.1 | | Certificate of Change |
| | | |
| 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.
| | IVEDA SOLUTIONS, INC. |
| | |
| Date: September 11, 2024 | By: | /s/ Robert J Brilon |
| | Name: | Robert J. Brilon |
| | Title: | Chief Financial Officer |
