Attached files
| file | filename |
|---|---|
| EX-3.1 - EXHIBIT 3.1 - ENDONOVO THERAPEUTICS, INC. | ex3_1apg.htm |
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): January 22, 2014
![[hvpa8k_012414apg001.jpg]](hvpa8k_012414apg001.jpg)
HANOVER PORTFOLIO ACQUISITIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
| 333-176954 |
| 45-2552528 |
| (State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
6320 Canoga Avenue, 15th Floor
Woodland Hills, CA 91367
(Address of principal executive office)(Zip Code)
Registrant's telephone number, including area code: (800) 489-4774
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) |
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| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| [ ] | Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On January 22, 2014 Hanover Portfolio Acquisitions, Inc. (the "Company") received written consents in lieu of a meeting of stockholders from holders of a majority of the shares of Common Stock representing in excess of 50% of the total issued and outstanding voting power of the Company approving an amendment to the Company's Certificate of Incorporation to change the name of the Company from “Hanover Portfolio Acquisitions, Inc.” to “ENDONOVO THERAPEUTICS, INC.” The name change was affected pursuant to a Certificate of Amendment (the “Certificate of Amendment”), filed with the Secretary of State of Delaware on January 24, 2014. A copy of the Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.
The name change to “ENDONOVO THERAPEUTICS, INC.” was also approved by the Company’s sole director and the Board believes that the new name reflects the Company’s new orientation towards bio-medical development reflects our recent acquisition of WeHealAnimals, Inc. a company in the biomedical device business with over $190,000 in revenue through November 2, 2013 (unaudited), whose revenues from date of acquisition will be included in our revenues for our year ended December 31, 2013.
Item 5.07. Submission of Matters to a Vote of Security Holders
On January 20, 2014, the stockholders of more than 69% of the voting power of the issued and outstanding voting power entitled to vote thereon, executed a written consent in lieu of a meeting of the stockholders of the Corporation pursuant to which the following actions were approved and ratified the name change of the Company to “ENDONOVO THERAPEUTICS, INC.” as set forth above. Delaware General Corporation Law Section 228 allows the Company to take any action that could be taken under the provision of Delaware law at any meeting of stockholders to be taken without a meeting if authorized by a written resolution signed by the holders of a majority of the voting power of the issued and outstanding shares of the Company’s capital stock.
EXHIBIT INDEX
| Exhibit Number |
| Exhibit Title |
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| 3.1 | Certificate of Amendment, filed with the Secretary of State of the State of Delaware on January 24, 2014. | |
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.
Dated: January 24, 2014
ENDONOVO THERAPEUTICS, INC., f/k/a
HANOVER PORTFOLIO ACQUISITIONS, INC.
| By: | /s Alan Collier |
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| Alan Collier Chief Executive Officer |