Current Report Filing (8-k)
03 November 2018 - 7:48AM
Edgar (US Regulatory)
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): November 2, 2018
hopTo
Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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0-21683
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13-3899021
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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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6
Loudon Road, Suite 200, Concord NH
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03301
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (800) 472-7466
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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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[ ]
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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).
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[ ]
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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
3.03 Material Modification to Rights of Security Holders
On
November 2, 2018, hopTo Inc., a Delaware corporation (“hopTo” or the “Company”), entered into a First
Amendment to Rights Agreement (the “First Amendement”) with American Stock Transfer & Trust Company, LLC, as rights
agent (the “Rights Agent”).
The
First Amendement is designed to preserve the Company’s ability to use its net operating loss carryforwards and certain other
tax assets (collectively, “Tax Benefits”). As of December 31, 2017, hopTo had federal net operating loss carryforwards
totaling $62.3 million and California state net operating loss carryforwards totaling $6.9 million.
The
First Amendement makes rights exercisable if a person or group acquires more than 4.9% of hopTo common stock other than as a result
of dividend or stock split. hopTo’s existing stockholders that beneficially own in excess of 4.9% of the common stock will
be “grandfathered in” at their current ownership level. If the rights become exercisable, all holders of rights, other
than the person or group triggering the rights, will be entitled to purchase hopTo common stock at a 50 percent discount. Rights
held by the person or group triggering the rights will become void and will not be exercisable.
Tax
Benefits can become subject to limitations by reason of the Company experiencing an “ownership change,” as defined
in Section 382 of the Internal Revenue Code of 1986, as amended (the “Tax Code”). A company generally experiences
such an ownership change if the percentage of its stock owned by its “5-percent shareholders,” as defined in Section
382 of the Tax Code, increases by more than 50 percentage points over a rolling three-year period. The First Amendement is designed
to reduce the likelihood that the Company will experience an ownership change under Section 382 of the Tax Code by (1) discouraging
any person or group from becoming a shareholder of 4.9% or more of the Company’s stock and (2) discouraging any existing
4.9% shareholder from acquiring additional shares of the Company’s stock.
Item
9.01 Exhibits and Financial Statements.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized, as of November 2, 2018.
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hopTo
Inc.
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By:
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/s/
Jonathon R. Skeels
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Name:
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Jonathon
R. Skeels
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Title:
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Chief
Executive Officer
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