Asset Entities Inc. Files 8-K with Corporate Updates

TL;DR

Asset Entities Inc. filed an 8-K on 6/27/24 detailing corporate changes and filings.

AI Summary

Asset Entities Inc. filed an 8-K on June 27, 2024, reporting material modifications to security holder rights and amendments to its articles of incorporation or bylaws. The filing also included Regulation FD disclosures and financial statements/exhibits. The company is incorporated in Nevada and its principal executive offices are located in Dallas, Texas.

Why It Matters

This filing indicates potential changes in the company's structure or governance, which could impact shareholder rights and the company's operational framework.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not immediately suggest significant financial distress or operational risk.

Key Numbers

• 001-41612 — SEC File Number (Identifies the company's filing with the SEC.)
• 88-1293236 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Asset Entities Inc. (company) — Registrant
• Nevada (jurisdiction) — State of Incorporation
• Dallas, TX (location) — Principal Executive Offices
• June 27, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — hich registered Class B Common Stock, $0.0001 par value per share ASST The Nasdaq
• $1.00 — ties to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810

Filing Documents

• ea0208555-8k_asset.htm (8-K) — 41KB
• ea020855501ex3-1_asset.htm (EX-3.1) — 20KB
• ea020855501ex99-1_asset.htm (EX-99.1) — 11KB
• ex3-1_001.jpg (GRAPHIC) — 3KB
• ex3-1_002.jpg (GRAPHIC) — 9KB
• ex99-1_001.jpg (GRAPHIC) — 6KB
• 0001213900-24-056845.txt ( ) — 284KB
• asst-20240627.xsd (EX-101.SCH) — 3KB
• asst-20240627_lab.xml (EX-101.LAB) — 33KB
• asst-20240627_pre.xml (EX-101.PRE) — 22KB
• ea0208555-8k_asset_htm.xml (XML) — 4KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. On June 27, 2024, Asset Entities Inc., a Nevada corporation (the "Company"), filed a Certificate of Change (the "Certificate of Change") pursuant to Section 78.209 of the Nevada Revised Statutes ("NRS") with the Secretary of State of the State of Nevada authorizing a 1-for-5 reverse stock split (the "Reverse Stock Split") of the Company's issued and outstanding shares of class A common stock, $0.0001 par value per share (the "Class A Common Stock"), and class B common stock, $0.0001 par value per share (the "Class B Common Stock"). The Reverse Stock Split will become effective on the Effective Date (as defined below). Reason for the Reverse Stock Split As previously reported in its Current Report on Form 8-K filed on October 3, 2023, the Company received written notification from The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that it was not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The Company is effectuating the Reverse Stock Split in order to raise the minimum bid price of the Company's Class B Common Stock above $1.00 per share and bring the Company back into compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the Company's Class B Common Stock must have a closing bid price of at least $1.00 for a minimum of 10 consecutive business days. Effects of the Reverse Stock Split Effective Date; Symbol; CUSIP Number. The Reverse Stock Split will become effective as of 5:00 p.m. Eastern Time on July 1, 2024 (the "Effective Date"). It is expected that the Class B Common Stock

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

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. A copy of the Certificate of Change is filed as Exhibit 3.1 to this Current Report on Form 8-K.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On June 28, 2024, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 7.01 (including Exhibit 99.1 hereto), 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, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

Forward-Looking Statements The press release and the statements contained therein include "forward-looking" statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or the Company's future financial or operating performance. In some cases, you can identify these statements because they contain words such as "may," "will," "believes," "expects," "anticipates," "estimates," "projects," "intends," "should," "seeks," "future," "continue," "plan," "target," "predict," "potential," or the negative of such terms, or other comparable terminology that concern the Company's expectations, strategy, plans, or intentions. Forward-looking of the press release and are not guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations discussed. Forward-looking statements include, but are not limited to, the Company's expectations regarding its financial position and operating performance, its expectations regarding its business initiatives, trends in its business, the effectiveness of its strategies, its market opportunity, and demand for its products and services in general. The Company's expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including risks and uncertainties described in the Company's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and other filings with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements concerning the Company or other matters an

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Change of Asset Entities Inc. filed with the Secretary of State of the State of Nevada on June 27, 2024 99.1 Press Release dated June 28, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

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. Date: June 28, 2024 ASSET ENTITIES INC. /s/ Arshia Sarkhani Name: Arshia Sarkhani Title: Chief Executive Officer and President 4

View Full Filing

View this 8-K filing on SEC EDGAR