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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): June 28, 2024

 

 

 

Unicoin Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   000-56276   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:

 

Title of each class   Trading Symbols(s)   Name of each exchange on which registered
Common stock, $0.001 par value per share   None   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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Pilar Manchón

 

On June 28, 2024, the Board of Directors (the “Board”) of Unicoin Inc. (the “Company”) resolved that Pilar Manchón’s initial term as a director on the Board had expired and acknowledged that as of June 28, 2024, Ms. Manchón shall no longer serve on the Board. There were no disagreements between such outgoing director and the Company relating to the Company’s operations, policies or practices.

 

Silvina Moschini

 

On June 28, 2024, the Board re-elected Silvina Moschini as a voting member of the Board, effective as of June 28, 2024. Ms. Moschini is a co-founder and prior Chairwoman of the Board and currently serves as a board member and CEO of the Company’s majority-owned subsidiary, Unicorns Inc. Ms. Moschini’s committee membership will be decided by the Board at a later date. There are no arrangements or understandings between Ms. Moschini and any other persons pursuant to which Ms. Moschini was appointed to serve as a director.

 

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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: July 5, 2024

 

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