UNITED STATES
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): September 1, 2017
BMB MUNAI, INC.
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(Exact
name of registrant as specified in its charter)
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Nevada
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001-33034
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30-0233726
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(State
or other jurisdiction of incorporation)
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Commission
File
Number)
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(IRS
Employer Identification
No.)
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Office 1704, 4B Building, “Nurly Tau” BC, 17 Al
Farabi Ave, Almaty, Kazakhstan
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(Address
of principal executive offices)
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050059
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(Zip
code)
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(801)
355-2227
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(Registrant’s
telephone number, including area code)
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N/A
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(Former
name or former address, if changed since last report.)
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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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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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
3.03 Material Modification to Rights of Security
Holders
As
previously disclosed in the Definitive Information Statement on
Schedule 14C filed by BMB Munai, Inc. (the “Company”)
with the Securities and Exchange Commission on August 11, 2017 (the
“Information Statement”), the Board of Directors of the
Company and the Company’s majority stockholder, Timur Turlov,
approved a reverse stock split of the Company’s issued and
outstanding shares of common stock at a ratio of
one-share-for-twenty-five-shares (1:25) (the “reverse stock
split”) and a name change of the Company to Freedom Holding
Corp. (the “name change”).
On
September 1, 2017, the Financial Industry Regulatory Authority
notified the Company that the reverse stock split will take effect
at the open of business on September 6, 2017 (the “Effective
Date”). On the Effective Date, the trading symbol for the
Company’s common stock will change to “BMBMD” for
a period of 20 business days, after which the “D” will
be removed from the Company’s trading symbol. Thereafter the
trading symbol for the Company’s common stock will be
“FRHC.” In connection with the reverse stock split and
name change, the CUSIP number for the Company’s common stock
will change to 356390104.
A
Certificate of Amendment to the Company’s Articles of
Incorporation (the “Certificate”) was filed and became
effective at 12:01 am on September 5, 2017.
Reasons for the
Reverse Stock Split. As
previously disclosed in the Information Statement, the reverse
stock split was approved to provide the Company sufficient
authorized but unissued common stock to fulfill its obligations in
connection with closing the acquisition of LLC Investment Company
Freedom Finance (“Freedom RU”) in June 2017. Following
completion of the reverse stock split, the Company will issue Mr.
Turlov, the Company’s Chief Executive Officer, Chairman of
the Board of Directors and majority stockholder, approximately
12,278,602 shares of restricted common stock in connection with the
acquisition of Freedom RU. The reverse stock split will also
provide the Company sufficient authorized but unissued shares to
complete the acquisition of FFINEU Investments Limited
(“Freedom CY”), if and when regulatory approval of that
acquisition in Cyprus is received.
As
disclosed in the Information Statement, the reverse stock split was
also approved as part of the Company’s plan to seek listing
of its common stock on a national securities exchange. The Company
has not yet submitted a listing application with any national
securities exchange and, at present, the Company does not meet all
of the initial listing requirements of any national securities
exchange.
Effect of Reverse
Stock Split; Treatment of Fractional Shares. On the Effective Date, every twenty-five
shares of the Company’s common stock that are issued and
outstanding will automatically be combined into one issued and
outstanding share without any change in the par value of such
shares and without any change to the authorized common stock of the
Company. No fractional shares will be issued in connection with the
reverse stock split and shareholders who are entitled to a
fractional share will instead receive a whole share. The reduction
in the number of our issued and outstanding shares of common stock
as a result of the reverse stock split will occur automatically
without any additional action on the part of our
shareholders.
Shareholders
holding shares of our common stock in “street name”
(that is, through a bank, broker or other nominee) will be treated
in the same manner as registered stockholders whose shares of our
common stock are registered in their names. Banks, brokers or other
nominees will be instructed to effect the reverse stock split for
their beneficial holders holding shares of our common stock in
“street name”; however, these banks, brokers or other
nominees may apply their own specific procedures for processing the
reverse stock split. If you hold your shares of our common stock
with a bank, broker or other nominee, and you have any questions in
this regard, we encourage you to contact your bank, broker or other
nominee.
Certificated and
Non-Certificated Shares. Shareholders who hold their shares in
electronic form at brokerage firms, banks or other nominees do not
need to take any action, as the effect of the reverse stock split
will automatically be reflected. Shareholders holding paper
certificates may (at their option and at their expense) exchange
their stock certificates representing pre-reverse split common
shares for new certificates representing post-reverse split common
shares but they are not required or requested to do so, as the
effect of the reverse stock split will be reflected in the records
of the Company’s stock transfer agent.
Nevada State
Filing. On August 22,
2017, the Company filed the Certificate with the Secretary of State
of the State of Nevada. The Certificate became effective at 12:01
a.m. on September 5, 2017. A copy of the Certificate is attached
hereto as Exhibit 3.01 and is incorporated herein by
reference.
As
a result of the reverse stock split, each shareholder’s
percentage ownership interest in the Company and proportional
voting power will remain unchanged, except for minor changes and
adjustments that will result from the treatment of fractional
shares. The rights and privileges of the holders of shares of
Company common stock will be substantially unaffected by the
reverse stock split.
Equity Incentive
Plans. As disclosed in the
Information Statement, the Board of Directors and the majority
shareholder approved the Freedom Holding Corp. 2018 Equity
Incentive Plan to become effective on a date to be determined by
the Board of Directors (the “Plan Effective Date.”) The
Board of Directors also resolved to terminate the BMB Munai, Inc.
2009 Equity Incentive Plan on the Plan Effective Date. The Board of
Directors resolved that the Plan Effective Date would be the day
immediately following the effective date of the reverse stock
split. Therefore the Plan Effective Date will be September 7, 2017.
A copy of the Freedom Holding Corp. 2018 Equity Incentive Plan was
filed with the Information Statement.
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 hereby incorporated by reference into this Item 5.03. A copy
of the Certificate is filed as Exhibit 3.01 to this Current Report
on Form 8-K and incorporated herein by this reference.
Forward Looking Statements
This
Current Report on Form 8-K contains “forward-looking
statements.” Any statements contained in this Current Report
on Form 8-K that do not describe historical facts may constitute
forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “if”,
“may”, “should”, “expects”,
“plans”, “anticipates”,
“believes”, “estimates”,
“predicts”, “potential” or
“continue” or the negative of these terms or other
comparable terminology, including statements regarding the reverse
stock split, the name change, the change in the trading symbol of
the Company’s common stock, the Effective Date, the potential
acquisition of Freedom CY, the issuance of common stock to Mr.
Turlov, the Company’s pursuit of listing of its common stock
on a national securities exchange and the Plan Effective Date.
These forward-looking statements are based on information currently
available to the Company’s management as well as estimates
and assumptions made by its management and are subject to risks and
uncertainties that may cause actual results, performance or
developments to differ materially from those contained in the
statements. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, which may cause
the Company’s or its industry’s actual results, levels
of activity or performance to be materially different from any
future results, levels of activity or performance expressed or
implied by these forward-looking statements. These forward-looking
statements are made as of the date of this Current Report on Form
8-K, and the Company does not undertake an obligation to update
these forward-looking statements after such date.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.
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Description
of Exhibit
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Location
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Certificate of Amendment to
Articles of Incorporation
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Attached
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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.
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BMB MUNAI, INC.
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Date:
September 5, 2017
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By:
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/s/
Evgeniy
Ler
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Evgeniy
Ler |
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Chief Financial
Officer |
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