Current Report Filing (8-k)
22 June 2017 - 2:42AM
Edgar (US Regulatory)
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)
June 20, 2017
IEG
HOLDINGS CORPORATION
(Exact
name of registrant as specified in its charter)
Florida
|
|
000-55463
|
|
90-1069184
|
(State
or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification No.)
|
6061
West Tropicana Ave., Suite E-13, Las Vegas, NV
|
|
89103
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(702) 227-5626
Check
the appropriate box below if the Form 8-K 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)
[ ] 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))
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
June 20, 2017, IEG Holdings Corporation (the “Company”) filed articles of amendment (the “Amendment”)
to its amended and restated articles of incorporation, as amended. The Amendment has the effect of revising the terms of the Series
H preferred stock to:
|
(1)
|
remove
rights to receive dividends on the Company’s Series H preferred stock;
|
|
|
|
|
(2)
|
increase
the conversion ratio of the Series H preferred stock from 0.2 shares of Common Stock per share of Series H preferred
stock to 1 share of Common Stock per share of Series H preferred stock;
|
|
|
|
|
(3)
|
remove
the right of the Company to redeem or call the Company’s Series H preferred stock;
|
|
|
|
|
(4)
|
provide
for automatic conversion of Series H preferred stock into shares of the Company’s Common Stock on December 31,
2017; and
|
|
|
|
|
(5)
|
remove
the voting rights for Series H preferred stock.
|
The
Amendment was approved by the Company’s board of directors on June 19, 2017.
The
foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 3.1
hereto and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
|
|
Description
|
|
|
|
3.1
|
|
Articles
of Amendment of IEG Holdings Corporation, filed with the Secretary of State of the State of Florida on June 20, 2017.
|
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.
|
IEG
HOLDINGS CORPORATION
|
|
|
|
Date: June 21, 2017
|
By:
|
/s/
Paul Mathieson
|
|
Name:
|
Paul Mathieson
|
|
Title:
|
President and Chief
Executive Officer
|