Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On March 2, 2022, Vitaxel Group Limited (the "Company") filed an amendment (the
"Amendment") to its Amended and Restated Articles of Incorporation which (i)
changed the name of the Company (the "Name Change") from "Vitaxel Group Limited"
to "HWGC Holdings Limited" (ii) reduced the number of the issued and outstanding
shares of common stock, par value $0.0001 per share (the "Common Stock") by
effecting a reverse stock split in the split ratio of 1-for-10 (the "Reverse
Stock Split") and (iii) increased the authorized share capital of the Company
from 71,000,000 shares, consisting of 70,000,000 shares of Common Stock, and
1,000,000 shares of preferred stock, $0.0001 par value per share (the "Preferred
Stock"), to 425,000,000, consisting of 400,000,000 shares of Common Stock and
25,000,000 shares of Preferred Stock.
Pursuant to Section 78.207 of the Nevada Revised Statutes, on January 10, 2022
the Board of Directors of the Company by unanimous written consent authorized
the Amendment, and on January 11, 2022, pursuant to Section 78.320 of the Nevada
Revised Statutes, the holders of approximately 53% of the voting stock of the
Company approved the Amendment.
In connection with the Name Change and Reverse Stock Split, the Company
submitted to the Financial Industry Regulatory Authority, Inc. ("FINRA") a
voluntary request for a change of the Company's trading symbol. The Name Change
and the Reverse Stock Split will become effective for trading purposes when
approval of said corporate actions is approved by FINRA. The Company will file a
Current Report on Form 8-K to disclose the effective date of the Name Change and
trading symbol change upon receipt of the notification from FINRA. The new CUSIP
number for the Company's Common Stock post-Reverse Stock Split is 92849Y 206.
A copy of the Amendment is filed as Exhibit 3.4 to this Current Report on Form
8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The information in Item 5.03 above regarding the approval of the Amendment by
written consent of a majority of the Company's shareholders is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibits
Number Description
3.4 Certificate of Amendment to the Amended and Restated Articles of
Incorporation filed with the Secretary of State of the State of Nevada
on March 2, 2022
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