Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On December 27, 2019, Pacific Health Care Organization, Inc. (the "Company")
filed Articles of Amendment to its Articles of Incorporation (the "Amendment")
with the Division of Corporations and Commercial Code of the State of Utah. The
Amendment will become effective on January 6, 2020. A copy of the Amendment is
attached hereto as Exhibit 3.01.
On December 12, 2019, the Company commenced a mailing to its shareholders of a
Definitive Information Statement on Schedule 14C (the "Information Statement")
which was filed by Company with the Securities and Exchange Commission (the
"Commission") on December 9, 2019. The Information Statement notified
shareholders that on November 18, 2019, the board of directors of the Company
approved the Amendment to increase the authorized common stock of the Company
from 200,000,000 shares to 800,000,000 shares and to forward split the issued
and outstanding common stock of the Company at a ratio of
four-shares-for-one-share (4:1), with any fractional shares being rounded to the
next whole share (the "forward split"). The Company's Articles of Incorporation
provide that in the event of any subdivision of the Company's common stock, such
as a forward split, the number of shares of Series A preferred stock outstanding
will be forward split on the same terms and conditions as the common stock. The
number of shares of authorized preferred stock will not increase as a result of
the Amendment. The number of shares designated as Series A preferred stock will
increase at the same four-shares-for-one-share (4:1) as the common stock as a
result of the Amendment, increasing the number of authorized shares of Series A
preferred stock from 10,000 to 40,000. The Information Statement further
notified shareholders that on November 22, 2019, Tom Kubota, the holder of
approximately 61% of the Company's issued and outstanding common stock, and 100%
of its issued and outstanding Series A preferred stock, which votes together
with its common stock as a single class on all matters submitted to a vote of
the holders of its common stock, delivered a written consent approving the
Amendment.
Upon effectiveness of the forward split on January 6, 2020, as discussed in Item
8.01 of this report, each outstanding share of Company common stock and Series A
preferred stock will automatically be converted at the applicable forward split
ratio of four-shares-for-one-share (4:1) without any exchange of stock
certificates. Shareholders are not requested to send in their stock
certificates for exchange and the Company will not send additional stock
certificates representing the additional shares. As a result of the forward
split, the number of issued and outstanding shares of common stock will be
adjusted from 3,200,000 shares to approximately 12,800,000 shares and the number
of issued and outstanding shares of Series A preferred stock will be adjusted
from 4,000 shares to 16,000 shares.
As a result of the Amendment, the number of common shares authorized for
issuance under the Company's 2018 Equity Incentive Plan (the "2018 Plan") will
increase proportionally from 2,000,000 shares to 8,000,000, in accordance with
the terms and conditions of the 2018 Plan. Currently there are no options,
convertible securities or other awards outstanding under the 2018 Plan.
Item 8.01 Other Information
On January 2, 2020, the Company received notice from the Financial Industry
Regulatory Authority ("FINRA") confirming the Daily List Announcement Date of
the forward split will be January 3, 2020, and the Market Effective Date of the
forward split will be January 6, 2020. The Company's common stock will begin
trading on a post forward split basis on the OTCQB at the open of the market on
the Market Effective Date. On the Market Effective Date the trading symbol for
the Company's common stock will change to "PFHOD" for a period of 20 business
days, after which the "D" will be removed from the Company's trading symbol.
The Company's common stock will be assigned a new CUSIP, which will be
69439P407.
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. All statements,
other than statements of historical fact, made in this Current Report on Form
8-K are forward looking and subject to change. Examples of forward-looking
statements include, but are not limited to, statements related to the Daily List
Announcement Date, the Market Effective Date, the date on which the Company's
common stock will begin trading on a post forward split basis, the placement and
removal of a "D" from the Company's stock trading symbol, assignment of a new
CUSIP number to the Company's common stock, and the anticipated impact of the
forward split on the authorized and outstanding shares of the Company's common
stock and Series A preferred stock. These forward-looking statements reflect
management's current expectations, but are not within the control of the
Company. Actual results could differ materially from expected results expressed
in forward-looking statements. We will not necessarily update information if any
forward-looking statement later turns out to be inaccurate.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
3.01 Articles of Amendment to Articles of Incorporation of Pacific
Health Care Organization, Inc. dated December 27, 2019.
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PACIFIC HEALTH CARE ORGANIZATION, INC. 
