UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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, 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) | (I.R.S. 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) |
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)) |
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. ☐
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 | IVDA | The Nasdaq Stock Market, LLC | ||
| Common Stock Purchase Warrants | IVDAW | The Nasdaq Stock Market, LLC |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On December 4, 2024, Iveda Solutions, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Meeting”). At the meeting, 1,309,385 shares of the Company’s common stock entitled to vote at the Meeting, as of the record date of October 7, 2024, were present in person or by proxy, representing 54.37% of the Company’s outstanding voting capital stock and constituting a quorum for the transaction of business.
At the meeting, the Company’s stockholders re-elected Joseph Farnsworth, Alejandro Franco, Robert D. Gillen and David Ly as directors for a one-year term to serve until the next annual meeting or until their respective successors are duly elected or appointed and qualified. The Company’s stockholders also ratified the appointment of Kreit & Chiu CPA LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The Company did not obtain sufficient votes to approve: (a) the redomicile of the Company from a Nevada corporation to a Delaware corporation; (b) an amendment to our Articles of Incorporation to increase the number of authorized shares of capital stock; or (c) the issuance of: (i) 625,000 Series A Common Stock Purchase Warrants; (ii) 625,000 Series B Common Stock Purchase Warrants; and (iii) the shares of the Company’s common stock upon the exercise of such Series A and Series B Warrants. Each proposal is described in more detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on October 7, 2024.
The voting results of the shares of the Company’s voting stock for each proposal are set forth below:
Proposal 1 – The Redomicile of the Company as a Delaware Corporation:
The information set forth in Item 8.01 of this Current Report is incorporated into this Item 5.07 by reference.
Proposal 2 – Re-election of Directors:
| Director | For | Withheld | Broker Non-Votes | |||
| Joseph Farnsworth | 616,788 | 35,802 | 656,795 | |||
| Alejandro Franco | 579,632 | 72,908 | 656,795 | |||
| Robert D. Gillen | 569,043 | 83,547 | 656,795 | |||
| David Ly | 604,978 | 47,612 | 656,795 |
Proposal 3 – To ratify the appointment of Kreit & Chiu CPA as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
| Votes For | Votes Against | Votes Abstained | ||
| 1,290,308 | 2,678 | 16,399 |
Proposal 4 – To approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of capital stock:
The information set forth in Item 8.01 of this Current Report is incorporated into this Item 5.07 by reference.
Proposal 5 – To approve the issuance of the warrants we recently offered and the shares of common stock underlying the exercise of such warrants:
The information set forth in Item 8.01 of this Current Report is incorporated into this Item 5.07 by reference.
| Item 8.01 | Other Events. |
With respect to Proposals 1, 4 and 5, regarding the redomicile of the Company as a Delaware corporation, to approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of capital stock and to approve the issuance of the warrants we recently offered and the shares of common stock underlying the exercise of such warrants, the Annual Meeting was adjourned to March 4, 2025, at 9:30 a.m. Mountain Time. The adjourned Annual Meeting will be held at the Company’s offices located at 1744 S Val Vista, Suite 213, Mesa, Arizona 85204. The purpose of the adjournment is to allow additional time for the Company’s stockholders to vote on Proposals 1, 4 and 5.
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 THEREUNTO DULY AUTHORIZED.
| IVEDA SOLUTIONS, INC. | ||
| Date: December 10, 2024 | By: | /s/ David Ly |
| Name: | David Ly | |
| Title: | Chief Executive Officer | |
