Attached files
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| EX-3.1 - EX-3.1 - Heritage Global Inc. | hgbl-ex31_6.htm |
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): September 30, 2020 (September 29, 2020)
HERITAGE GLOBAL INC.
(Exact name of registrant as specified in its charter)
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Florida |
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001-39471 |
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59-2291344 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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12625 High Bluff Drive, Suite 305, San Diego, California |
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92130 |
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(Zip Code) |
Registrant’s telephone number, including area code: (858) 847-0656
Not Applicable
(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):
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☐ |
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 (l7 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $0.01 Par Value |
HGBL |
Nasdaq Capital Market |
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).
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. ☐
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Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 29, 2020, the Board of Directors of Heritage Global Inc. (the “Company”) approved and adopted Restated Bylaws. These Restated Bylaws amended the prior bylaws to update the name and address of the Company and to allow the Company to issue uncertificated shares. The Restated Bylaws also amended the prior bylaws to permit current methods of notification and Board of Directors communications, to update the slate of authorized officer titles, delete the stockholder notification provision for certain indemnification events and to permit a single inspector of election at an annual meeting of Company.
The foregoing description of the Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Bylaws, attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
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Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
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No. |
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Description |
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3.1 |
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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.
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Date: September 30, 2020 |
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HERITAGE GLOBAL INC. |
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(Registrant) |
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By: |
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/s/ Scott A. West |
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Scott A. West |
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Chief Financial Officer |
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(principal financial officer) |