UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 1-U

 

CURRENT REPORT PURSUANT TO REGULATION A

 

Date of Report (Date of earliest event reported): April 18, 2024

 

Music Licensing, Inc.

(Exact name of issuer as specified in its charter)

 

Nevada   82-3156625
State of other jurisdiction of
incorporation or organization
 

(I.R.S. Employer

Identification No.)

 

3811 Airport Pulling Road North, Suite 203, Naples Florida 34105

(Full mailing address of principal executive offices)

 

(833) 227-7683

(Issuer’s telephone number, including area code)

 

Title of each class of securities issued pursuant to Regulation A:

Common Stock, $0.001 par value

 

 

 

 

 

 

ITEM 9. OTHER EVENTS

 

Amendment to Reverse Stock Split

 

On April 18, 2024, the board of directors of Music Licensing, Inc. (the “Company”) adopted a resolution to amend the reverse stock split previously approved by the Company’s shareholders. The amendment pertains to the treatment of fractional shares resulting from the reverse stock split.

 

The reverse stock split, originally approved for a ratio of 500,000-for-1, will proceed as planned, subject to the following amendment: fractional shareholders will be provided with a cash payment in lieu of a round-up of fractional shares.

 

The Company obtained the consent of its majority shareholder, Jake P. Noch On behalf of Jake P. Noch Family Office, LLC., representing 80% of outstanding voting power, for this amendment.

 

A copy of the board of directors resolution and the consent of the majority shareholder are filed as exhibits to this Form 1-U.

 

Exhibit No. Description  
Exhibit 1     Board of Directors Resolution
Exhibit 2   Consent of Majority Shareholder

 

Forward-Looking Statements:

 

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that, all forward-looking statements involve risks and uncertainties, including without limitation, the ability of Music Licensing, Inc. & Pro Music Rights, Inc. to accomplish its stated plan of business. Music Licensing, Inc. & Pro Music Rights, Inc. believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this press release will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by Pro Music Rights, Inc., Music Licensing, Inc., or any other person.

 

Non-Legal Advice Disclosure:

 

This press release does not constitute legal advice, and readers are advised to seek legal counsel for any legal matters or questions related to the content herein.

 

Non-Investment Advice Disclosure:

 

This communication is intended solely for informational purposes and does not in any way imply or constitute a recommendation or solicitation for the purchase or sale of any securities, commodities, bonds, options, derivatives, or any other investment products. Any decisions related to investments should be made after thorough research and consultation with a qualified financial advisor or professional. We assume no liability for any actions taken or not taken based on the information provided in this communication

 

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SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

      MUSIC LICENSING INC.
       
Date: April  19, 2024   By: /s/ Jake P. Noch
        Jake P. Noch, Chief Executive Officer

 

Pursuant to the requirements of Regulation A, this report has been signed below by the following persons on behalf of the issuer and in the capacities and on the dates indicated.

 

 

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ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

BOARD OF DIRECTORS RESOLUTION

CONSENT OF MAJORITY SHAREHOLDER