Touchpoint Group Holdings Inc. (Form: 8-K, Received: 09/14/2022 11:01:55)

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): August 30, 2022

Touchpoint Group Holdings Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-36530		46-3561419
State of Incorporation		Commission File Number		IRS Employer I.D. Number

4300 Biscayne Blvd, Suite 203

Miami, Florida 33137

(Address of Principal Executive Offices)

Registrant’s telephone number: (305) 420-6640

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 (see General Instruction A.2. below):

☐	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))

Securities registered pursuant to Section 12(g) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001		TGHI		NONE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 30, 2022, Touchpoint Group Holdings Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation increasing the number of shares of common stock, par value $0.0001 per share it is authorized to issue to 10,000,000,000.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 3.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

3.1		Certificate of Amendment to Certificate of Incorporation of Touchpoint Group Holdings Inc.

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.

Dated: September 14, 2022

	TOUCHPOINT GROUP HOLDINGS INC.

	By:	/s/ Mark White
		Mark White, President

Exhibit 3.1

Delaware

Page 1

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “TOUCHPOINT GROUP HOLDINGS INC.”, FILED IN THIS OFFICE ON THE THIRTY-FIRST DAY OF AUGUST, A.D. 2022, AT 8 O`CLOCK A.M.


		Jeffrey W. Bullock, Secretary of State
5372227 8100 SR# 20223406314		Authentication: 204295403 Date: 08-31-22

You may verify this certificate online at corp.delaware.gov/authver.shtml

CERTIFICATE of AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF TOUCHPOINT GROUP HOLDINGS INC. Touchpoint Group Holdings Inc. (the “Corporation”), a coiporation organized and existing under the Delaware General Corporation Law (the “DGCL”), hereby certifies as follows: 1. On April 11, 2022, the Corporation filed a Certificate of Amendment to its Certificate of Incorporation intended to effectuate a “1 for 100” re verse split of its Common Stock, which Certificate of Amendment was corrected a Certificate of Correction filed on April 22, 2022. 2. The reverse split contemplated by the Certificate of Amendment filed on April 11, 2022, has not occurred and will not occur. 3. Section 4 of the Certificate of incorporation of the Corporation is hereby amended and restated to read in its entirety as follows; “4. The total number of shares of common stock which the Corporation is authorized to issue is 10,000,000,000 shares, at a par value of $0.0001 per share and the total number of shares of preferred stock which the Corporation is authorized to issue is 50,000,000, at a par value of $0.0001 per share. The board of directors is expressly authorized to provide, out of the unissued shares of preferred stock, for one or more series of preferred stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers, if any, of the shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof. The powers, preferences and relative participating, optional and other special rights of each series of preferred stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.” 4. This Certificate of Amendment to the Certificate of Incorporation was duly adopted and approved in accordance with the provisions of Section 242 of the DGCL. 5. This Certificate of Amendment shall become effective upon the filing hereof in the Office of the Secretary of State of the State of Delaware. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of the 30th day of August, 2022. Touchpoint Group Holdings Inc. By: /s/ Mark White Mark White President and Chief Executive Officer State of Delaware Secretary of State Division of Corporations Delivered 07:54 AM 08/31/2022 FILED 08:00 AM 08/31/2022 SR 20223406314 - File Number 5372227