UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
(AMENDMENT NO. )
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
September 15, 2020
Date of Report (Date of earliest event reported)
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Toga Limited |
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(Exact name of registrant as specified in its charter) |
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Nevada |
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001-39052 |
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98-0568153 |
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(State or other jurisdiction of
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(Commission File Number) |
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(IRS Employer Identification No.) |
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515 S. Flower Street 18th Floor Los Angeles, CA |
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90071 |
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(Address of principal executive offices) |
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(Zip Code) |
(949) 333-1603
(Registrant's telephone number)
__________________________________________
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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(b) of the Act
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Title of Each Class |
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Trading Symbol(s) |
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Name of each Exchange on which registered |
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N/A |
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N/A |
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N/A |
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. ☐
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ITEM 7.01 Regulation FD Disclosure
On September 15, 2020, Toga Limited, a Nevada corporation (the “Company”), issued a press release announcing the results of the Special Meeting of the Stockholders of Toga Limited held on September 9, 2020 (Malaysia Time). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Also, on September 15, 2020, Toga Limited issued a press release announcing the presentation of the 2020 Golden Bull Award for Outstanding Small and Medium Enterprises (SMEs) to Yippi. A copy of the press release is provided as Exhibit 99.2 to this Form 8-K.
The information disclosed under this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01 Other Events
On September 1, 2020, the Company moved its U.S. headquarters to 515 S. Flower Street, 18th Floor, Los Angeles, California 90071. The Company’s telephone number remains the same, (949) 333-1603.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
(i) The following exhibits are filed or furnished as part of this report:
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Exhibit No. |
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Description |
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Press Release dated September 15, 2020 (Results of the Special Meeting) |
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* Filed herewith.
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2 |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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TOGA LIMITED |
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DATED: September 16, 2020 |
By: |
/s/ Alexander D. Henderson |
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Alexander D. Henderson |
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Chief Financial Officer (Principal Financial and Accounting Officer) |
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EXHIBIT 99.1
Toga Limited Announces Results of Special Meeting of the Stockholders
Held September 9, 2020
PETALING JAYA, 15 September 2020 – Toga Limited (OTC:TOGL) announced today that both proposals submitted to Toga Limited’s stockholders (the “Stockholders”) at a special meeting of the Stockholders held on September 9, 2020 (the “Special Meeting”), had passed. Information regarding these proposals was included in Toga Limited’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on July 27, 2020.
The Special Meeting was held in a virtual setting in order to proactively protect the health and well being of the Stockholders that participated in the meeting. At the Special Meeting, there were 48,752,624 shares of common stock represented either by proxy or in person of the 91,130,986 shares of common stock entitled to vote, constituting a quorum (53.50% shares voted).
At the Special Meeting, the following proposals were approved as follows:
Proposal No. 1: The approval and adoption of the Long-Term Incentive Plan was approved by the Stockholders by a vote of (a) 48,723,987 in favor, (b) 10,000 against, and (c) 5,450 abstaining.
Proposal No. 2: The amendment and restatement of Toga Limited’s Articles of Incorporation (the “Amended and Restated Articles of Incorporation”) to divide and designate the 1,000,000,000 shares of Toga Limited’s common stock into two classes, consisting of 500,000,000 shares of Class A voting common stock, and 500,000,000 shares of Class B non-voting common stock, and establish the rights and preferences for such classes was approved by the Stockholders by a vote of (a) 48,724,237 in favor, (b) 10,000 against, and (c) 5,200 abstaining.
In connection with Proposal No. 2, Toga Limited filed the Amended and Restated Articles of Incorporation with the Secretary of the State of Nevada. A copy of the Amended and Restated Articles of Incorporation was attached as Exhibit 3.1 to Toga Limited’s Form 8-K filed with the Securities and Exchange Commission today.
Upon completion of voting on the above proposals, Dr. Steve Tan, Toga Limited’s Group General Manager, answered questions from the Stockholders. Mr. Michael Toh, the Chief Executive Officer of Toga Limited also addressed Toga Limited’s anticipated path forward post Covid-19, including Toga Limited’s growth outlook for existing business segments, diversification into new business areas, and mission to be the largest App in South East Asia.
Mr. Toh commented, “We had a solid year. Our outlook is positive and we believe the business is well positioned to continue to prosper into the future. My fellow directors and I are very confident about the year ahead and the broader outlook for Toga. The diversification into new business areas and the growth outlook for our existing business segments all abode well for the future of our Company. I hope shareholders can continue to support the Company.”
Contact:
Alexander D. Henderson
TOGA LIMITED
515 S. Flower Street, 18th Floor
Los Angeles, CA 90071
(949) 333-1603
info@togalimited.com
Forward Looking Statements:
Certain statements in this press release are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not statements of historical fact (including, but not limited to, statements to the effect that Toga Limited or its management (the “Company”) "anticipates," "plans," "estimates," "expects," or "believes," or the negative of these terms and other similar expressions) should be considered forward-looking statements, including, without limitation, statements regarding the Company's guidance, outlook, growth, opportunities and long-term strategy. These statements involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this release. These risks and uncertainties include, without limitation, risks associated with the impact of the COVID-19 pandemic; the Company's ability to execute on its long-term strategy; the Company's ability to successfully compete in its intensely competitive industry; the Company's ability to manage its growth; the Company's ability to maintain or improve its operating margins; the Company's ability to identify and react to trends in consumer preferences; product supply disruptions; general economic conditions; accounting standard changes; and other factors as set forth from time to time in the Company's Securities and Exchange Commission filings, including, without limitation, the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The Company intends these forward-looking statements to speak only as of the time of this Press Release and does not undertake to update or revise them as more information becomes available, except as required by law.
EXHIBIT 99.2
Golden Bull Award Presented Golden Bull Award 2020 for
Outstanding SMEs to YIPPI
PETALING JAYA, September 15, 2020 - TOGA LIMITED (OTC:TOGL) is pleased to announce its Social Messaging App YIPPI received the Golden Bull Award 2020 for Outstanding Small and Medium Enterprises (SMEs) from Golden Bull Award on September 4, 2020.
YIPPI was amongst the top 100 outstanding SMEs winners in Malaysia of the Golden Bull Award 2020, which recognizes the comprehensive range of products and services being offered, from mobile app development to web application.
Established 17 years ago, the Golden Bull Award has served as the ultimate award for successful businesses with the aim to serve as an effective platform to benchmark successful businesses, inspiring more businesses, both SMEs and corporates, to strive for greater excellence.
The awards are divided into three categories which are the Super Golden Bull, Outstanding SMEs and Emerging SMEs based on the revenue of the winning companies. YIPPI received the award under the “Most Outstanding SMEs Award” category with an annual turnover of RM5 million and above.
The Golden Bull Award 2020 for Outstanding SMEs is the second award received by YIPPI. The first – TheBrandLaureate SMEs BestBrands e-Branding Awards 2020 – was received on August 3, 2020.
Winning the Golden Bull Award 2020 for Outstanding SMEs records our achievement in developing YIPPI, a daily essential App that provides everything individuals need for communication, online social circle, live streaming, e-commerce platform, and a powerful feature that takes care of our wellness.
As an award recipient, YIPPI will be able to take part in various Golden Bull Club activities such as the Belt and Road Trade and Investment Missions, the annual SME CEO Forum, local and regional business matching sessions, and networking sessions.
YIPPI will continue to offer an even greater platform for young creators and provide a one-stop solution for SME for our customers, besides encouraging the young generation to own their own businesses, become entrepreneurs and to be the masters of their own life.
Contact:
Alexander D. Henderson
TOGA LIMITED, 515 S. Flower Street, 18th Floor, Los Angeles, CA 90071
(949) 333-1603
info@togalimited.com
Certain statements in this press release are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not statements of historical fact (including, but not limited to, statements to the effect that Toga Limited or its management (the “Company”) "anticipates," "plans," "estimates," "expects," or "believes," or the negative of these terms and other similar expressions) should be considered forward-looking statements, including, without limitation, statements regarding the Company's guidance, outlook, growth, opportunities and long-term strategy. These statements involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this release. These risks and uncertainties include, without limitation, risks associated with the impact of the COVID-19 pandemic; the Company's ability to execute on its long-term strategy; the Company's ability to successfully compete in its intensely competitive industry; the Company's ability to manage its growth; the Company's ability to maintain or improve its operating margins; the Company's ability to identify and react to trends in consumer preferences; product supply disruptions; general economic conditions; accounting standard changes; and other factors as set forth from time to time in the Company's Securities and Exchange Commission filings, including, without limitation, the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The Company intends these forward-looking statements to speak only as of the time of this Press Release and does not undertake to update or revise them as more information becomes available, except as required by law.