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~~January 316, ~~2019~~2020

Tapinator, Inc.

(Exact name of registrant as specified in its charter)

Delaware	333-224531	46-3731133
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

110 West 40th Street, Suite 1902

New York, NY

10018

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (914) 930-6232

(Former name or former address, if changed since last report)

Not Applicable

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: None.

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

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 52.0302 Results ~~Amendments to Articles~~ of ~~Incorporation~~Operations orand ~~Bylaws;~~Financial ~~Change in Fiscal Year~~Condition.

On ~~December~~January 316, ~~2019~~2020, Tapinator, Inc. ~~(the~~issued ~~“Company”) announced an amendment to its Restated Certificate of Incorporation (the “Amendment”) to effect (i)~~ a ~~1-for-160~~press ~~reverse~~release ~~stock~~reporting ~~split~~preliminary, ~~such~~unaudited ~~that~~summary ~~every~~operating ~~160~~results ~~shares~~for offiscal ~~the~~year ~~Company’s~~2019. ~~common~~The ~~stock~~preliminary ~~will~~results bepresented ~~combined and reclassified into a single share of common stock at the effective time of the reverse stock split (the “Reverse Stock Split”), and (ii) a reduction~~ in the ~~number~~press ofrelease ~~authorized~~remain ~~shares~~subject ~~of common stock from 250,000,000~~ to ~~25,000,000 (~~the ~~“Authorized~~completion ~~Share~~of ~~Reduction”).~~customary ~~The Reverse Stock Split and Authorized Share Reduction will become effective on December 31, 2019 at 5:30 p.m. Eastern Time, and the Company’s common stock will begin trading on a post~~year-~~Reverse~~end ~~Stock~~audit ~~Split basis at the opening of regular trading hours on January 2, 2020~~adjustments. ~~Holders~~A ofcopy ~~more than a majority~~ of the ~~Company’s~~press ~~outstanding~~release ~~shares~~is offurnished ~~common~~as ~~stock~~Exhibit ~~previously~~99.1 ~~approved~~hereto ~~the Reverse Stock Split~~ and ~~Authorized~~is ~~Share~~incorporated ~~Reduction~~by atreference ~~the Company’s Special Meeting of Stockholders on November 25, 2019~~herein.

The ~~foregoing~~information ~~description~~in Item 2.02 of this report, including the ~~Amendment~~press ~~does~~release attached as Exhibit 99.1, is furnished and shall not ~~purport~~be deemed to be ~~complete~~“filed” ~~and~~for ispurposes ~~qualified~~of inSection ~~its~~18 ~~entirety~~of bythe ~~reference~~Securities toExchange ~~the~~Act ~~Amendment~~of 1934, aas ~~copy~~amended, ofor ~~which~~otherwise issubject ~~attached~~to ~~hereto~~the asliabilities ~~Exhibit~~of 3that section.1 ~~and~~Furthermore, issuch information shall not be deemed to be incorporated by reference ~~herein~~into the filings of the registrant under the Securities Act of 1933, as amended.

Item 8.01 Other Events.

On December 31, 2019, the Company issued a press release announcing the Reverse Stock Split and Authorized Share Reduction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Certificate of Amendment to Restated Certificate of Incorporation of Tapinator, Inc. (amendment no. 2).
99.1	Press release issued by Tapinator, Inc., dated January 6, 2020.
99.1	Press release issued by Tapinator, Inc., dated December 31, 2019.

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.

Date:	~~December~~January 316, ~~2019~~2020
		TAPINATOR, INC.
		By:	/s/ Ilya Nikolayev
			Ilya Nikolayev
			Chief Executive Officer

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