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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): May 24, 2023

 

 

 

Unicoin Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   1-5224   47-4360035

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

228 Park Ave South 16065

New York, New York

  10003
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number including area code: (212) 216-0001

 

Not Applicable

(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 (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(b) of the Act: Not Applicable

  

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 24, 2023, the Board of Directors (“Board”) of Unicoin Inc. (the “Company”) elected Pilar Manchón to serve as a non-voting director on the Board, effective May 24, 2023 and continuing until her replacement by the Board or shareholders of the Company, or resignation, if earlier. Ms. Manchón is currently the Senior Director of Research Strategy at Google AI.

 

Ms. Manchón will receive 100,000 Unicoin Rights or Unicoins per month for her service on the Board.

 

There are no arrangements or understandings between Ms. Manchón and any other persons pursuant to which she was selected as director. There are no transactions between Ms. Manchón and the Company that would be reportable under Item 404(a) of Regulation S-K. 

 

Item 7.01 Regulation FD Disclosure.

 

On May 25, 2023, the Company issued a press release regarding the election and appointment of Ms. Manchón, a copy of which is furnished as Exhibit 99.1 hereto.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press release, dated May 25, 2023.
     
104  

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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.

 

UNICOIN INC.  
     
By: /s/ Richard Devlin                       
Name: Richard Devlin  
Title: Senior Vice President and General Counsel  

 

Dated: May 30, 2023

 

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