SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 21, 2017
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
346 S. Hauser Boulevard, Suite 210
Los Angeles, California 90036
(Address of principal executive office, including zip code)
(Registrant’s telephone number, including area code)
(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:
[ ] 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))
Section 5 – Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective April 21, 2017, the registrant (“we,” “our,” or the “Company”) changed our corporate name from bBooth, Inc. to nFüsz, Inc. The name change was effected through a parent/subsidiary short-form merger of nFüsz, Inc., our wholly-owned Nevada subsidiary formed solely for the purpose of the name change, with and into us. We were the surviving entity. To effectuate the merger, we filed Articles of Merger with the Secretary of State of the State of Nevada on April 4, 2017 and a Certificate of Correction with the Secretary of State of the State of Nevada on April 17, 2017. The merger became effective on April 21, 2017. Our board of directors approved the merger, which resulted in the name change on that date. In accordance with Section 92A.180 of the Nevada Revised Statutes, stockholder approval of the merger was not required.
On the effective date of the merger, our name was changed to “nFüsz, Inc.” and our Articles of Incorporation, as amended (the “Articles”), were further amended to reflect our new legal name. With the exception of the name change, there were no other changes to our Articles. A copy of the Articles of Merger and Certificate of Correction we filed with the Secretary of State of the State of Nevada is being filed herewith as Exhibit 3.5 and Exhibit 3.6, respectively.
The merger and resulting name change do not affect the rights of our security holders. Our securities will continue to be quoted on the OTC Markets Group, Inc.’s OTCQB tier; however, effective April 24, 2017, our securities will be quoted under the new symbol “FUSZ” and our new CUSIP number will be 65342D101. Following the name change, the stock certificates, which reflect our prior corporate name, will continue to be valid. Certificates reflecting the new corporate name will be issued in due course as old stock certificates are tendered for exchange or transfer to our transfer agent.
Section 7 – Regulation FD
Item 7.01 Regulation FD Disclosure
On April 24, 2017, we issued a press release announcing the name change. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Section 9 – Financial Statements and Exhibits
Item 9.01 Exhibits
See Exhibit Index.
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.
|Dated: April 24, 2017||By:||
/s/ Rory J. Cutaia
|Rory J. Cutaia, Chairman and Chief Executive Officer|
|3.5||Articles of Merger, as filed with the Secretary of State of the State of Nevada on April 4, 2017|
|3.6||Certificate of Correction, as filed with the Secretary of State of the State of Nevada on April 17, 2017|
|99.1||Press Release dated April 24, 2017|
bBooth Announces Completion of Corporate Name Change to
HOLLYWOOD, CALIFORNIA, April 24, 2017 – bBooth, Inc., (OTCQB: BBTH ), the Hollywood-based digital technology company (the “Company,” “we,” or “us”), today announces that it has completed a corporate name change from bBooth, Inc. to nFüsz, Inc. (pronounced ‘infuse’).
The name change does not affect the rights of our stockholders. Effective as of April 24, 2017, our securities will begin being quoted on the OTC Markets Group, Inc.’s OTCQB tier under the new symbol “FUSZ” and our new CUSIP number will be 65342D101. Our current stockholders will not need to exchange their current stock certificates, as the stock certificates reflecting our prior corporate name will continue to be valid.
About nFüsz, Inc.
nFüsz, Inc. (OTCQB: FUSZ ) is a Hollywood-based digital tech company. We develop and license cloud-based, Software-as-a-Service (SaaS), Customer Relationship Management (CRM), sales lead generation, and social engagement software on mobile and desktop platforms for sales-based organizations, consumer brands, and artists seeking greater levels of engagement and higher conversion rates. Our software platform can accommodate any size campaign or sales organization, and is enterprise-class scalable to meet the needs of today’s global organizations. Our service is built around our proprietary ‘Video-First’ Notifi technology, which places interactive video front and center in all customer and prospect communications. We’ve re-invented what a CRM, lead-gen tool should be in today’s video-centric business and social environment.
For more information on nFüsz, Inc., visit www.bBooth.com.
Forward-Looking and Cautionary Statements
This press release may contain “forward-looking” information within the meaning of the Private Securities Litigation Reform Act of 1995. In accordance with the safe harbor provisions of this Act, statements contained herein that look forward in time that include everything other than historical information, involve risks and uncertainties that may affect the Company’s actual results. There can be no assurance that such statements will prove to be accurate and there are a number of important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by the Company, including, but not limited to, plans and objectives of management for future operations or products, the market acceptance or future success of our products, and our future financial performance. The Company cautions that these forward-looking statements are further qualified by other factors including, but not limited to, those set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, and other filings with the U. S. Securities and Exchange Commission (available at http://www.sec.gov ). The Company undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events, or otherwise.
For more information, please visit: www.bBooth.com
Please address media inquiries to: info@bBooth.com or call 855.250.2300, extension 2
Please address investor inquiries to: investors@bBooth.com or call 855.250.2300, extension 3