CoreCard Corp — Regulatory Filings 2021

Dec 15, 2021

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): December 15, 2021

INTELLIGENT SYSTEMS CORPORATION
(Exact name of Registrant as specified in its charter)

Georgia	1-9330	58-1964787
(State or other jurisdiction	Commission file number	(I.R.S. Employer Identification No.)
of incorporation or organization)

4355 Shackleford Road , Norcross , Georgia	30093
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: ( 770 ) 381 ‑ 2900****

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:

☐ 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 CFP 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock , $0.01 par value for the class	INS	NYSE

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 15, 2021, Intelligent Systems Corporation (the “Company”) changed its corporate name to CoreCard Corporation, pursuant to Articles of Amendment filed with the Georgia Secretary of State (the “Name Change”). Pursuant to Georgia law, a shareholder vote was not necessary to effectuate the Name Change and it does not affect the rights of the Company’s shareholders. The Company also amended and restated its bylaws on December 15, 2021, to reflect the Name Change.

The Company also announced that it intends for its Class A common shares to cease trading under the ticker symbol “INS” and begin trading under its new ticker symbol, “CCRD”, on the New York Stock Exchange, which the Company expects to be effective on December 29, 2021.

Copies of the Company’s Articles of Amendment and Amended and Restated Bylaws are filed as Exhibit 3.1 and Exhibit 3.2, respectively, with this Current Report on Form 8-K and are incorporated herein by reference. The only change to the Company’s Articles of Incorporation and Amended and Restated Bylaws is the change of the Company’s corporate name from Intelligent Systems Corporation to CoreCard Corporation in each document and the removal of an obsolete reference to a former affiliate in the Restated Bylaws.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
3.1	Articles of Amendment of CoreCard Corporation as of December 15, 2021
3.2	Amended and Restated Bylaws of CoreCard Corporation as of December 15, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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: December 15, 2021	CoreCard Corporation
	(Registrant)
By:	/s/ Matthew A. White
	Matthew A. White
	Chief Financial Officer

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