VTEQ VeriTeQ Corporation (CE)

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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 17, 2014

 

VERITEQ CORPORATION
(Exact name of registrant as specified in its charter)

 

DELAWARE		000-26020				43-1641533
(State or other Jurisdiction of Incorporation)		(Commission File Number)				(IRS Employer Identification No.)

 

 

220 CONGRESS PARK DRIVE, SUITE 200 DELRAY BEACH, FLORIDA		33445
(Address of Principal Executive Offices)		(Zip Code)

 

 

Registrant’s telephone number, including area code: 561-846-7000

 

(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:

 

☐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))

 

 

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Item 3.02 Unregistered Shares of Equity Securities

 

In connection with the appointment of Ambassador Ned L. Siegel to the board of directors of VeriTeQ Corporation, (the “Company”), on June 17, 2014, as more fully discussed in Item 5.02 below, the Company issued 650,000 shares of restricted common stock to Ambassador Siegel, the terms of which are described in Item 5.02. The Company has relied upon the exemption from registration for private placements of securities set forth in Section 4(2) of the Securities Act of 1933, as amended.

 

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

 

On June 17, 2014, Ambassador Siegel was elected to the board of directors of the Company. Ambassador Siegel, age 62, has served as President of The Siegel Group, Inc. a real estate development, management services and consulting company since September 1977. From October 2007 until January 2009, he served as the United States Ambassador to the Commonwealth of The Bahamas. He received a Bachelors of Administration from the University of Connecticut in 1973 and JD from the Dickinson School of Law in 1976. Ambassador Siegel also serves on the board of directors of PositiveID Corporation., HealthWarehouse.com, Inc. and Medbox, Inc. Ambassador Siegel's managerial experience and contacts with government agencies qualifies him to serve on the Company's board of directors. In connection with his appointment to the Company’s board of directors, Ambassador Siegel was issued 650,000 restricted shares of the Company’s common stock. The restricted stock vests 150,000 on January 2, 2015 and 500,000 on January 3, 2016.

 

On June 17, 2014, Michael E. Krawitz resigned from the Company’s board of directors. Mr. Krawitz will continue to serve as the Company’s Chief Legal and Financial Officer.

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d)	Exhibits
	Exhibit Number		Description
	99.1		Press Release Announcing the Appointment of Ambassador Siegel to the Company’s Board of Directors.

 

 

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.

 

	VeriTeQ Corporation
Date: June 19, 2014		/s/ Michael E. Krawitz
		Michael E. Krawitz
		Chief Legal and Financial Officer

 

 

Exhibit Index

 

	Exhibit Number		Description
	99.1		Press Release Announcing the Appointment of Ambassador Siegel to the Company’s Board of Directors.

 

 

Exhibit 99.1

 

VeriTeQ Appoints Former U.S. Ambassador Ned L. Siegel to its Board of Directors

 

Ambassador Siegel brings proven entrepreneurial and capital raising expertise to VeriTeQ and will expand the Company’s independence

 

DELRAY BEACH, FL – June 19, 2014 – VeriTeQ Corporation (“VeriTeQ” or “Company”) (OTC Markets: VTEQ), a provider of implantable medical device identification and radiation dose measurement technologies, announced today that it has appointed Ned L. Siegel, former U.S. Ambassador, to its Board of Directors, effective immediately. Ambassador Siegel will replace Michael Krawitz, the Company’s Chief Legal and Financial Officer, as a director. Mr. Krawitz is stepping down from the Board to focus on his responsibilities as an executive of the Company and to enable the Company to increase its Board independence. Ambassador Siegel is a successful entrepreneur who brings more than 30 years of business and government experience to VeriTeQ, and will assist the Company with its strategic development and financing needs.

 

“Ned’s business success speaks for itself and his reputation throughout commercial and government circles is second-to-none,” stated Scott R. Silverman, Chairman and CEO of VeriTeQ, stated. “I have known Ned for many years and VeriTeQ is honored to have him join our Board of Directors. We are confident that Ned’s broad relationships and expertise will contribute to VeriTeQ’s accomplishments and his strategic guidance will further enhance the Company’s corporate governance.”

 

In 1997, Ambassador Siegel founded The Siegel Group, Inc., an international business management advisory firm, specializing in real estate, energy, utilities, infrastructure, financial services, oil and gas, and cyber and security technologies, with its primary focus on the United States, Israel, the Caribbean and Latin America markets. The firm has an unprecedented track record of acquiring and developing successful master plan residential communities, corporate office developments, industrial parks, and retail centers.

 

After demonstrating his success in the private sector, Ambassador Siegel was appointed by Florida Governor Jeb Bush to serve as a Member of the Board of Directors of Enterprise Florida, Inc. (EFI), the state’s primary organization promoting statewide economic development through its public-private partnership. He served in this role for several years before being appointed by President George W. Bush to serve as a Member of the Board of Directors of the Overseas Private Investment Corporation (OPIC), a development agency of the U.S Government to help U.S. businesses invest overseas. OPIC’s mission is to foster economic development in new and emerging markets, complement the private sector in managing the risks associated with foreign direct investment, and support U.S Foreign Policy. Subsequently, Ambassador Siegel was again honored by President George W. Bush and appointed to serve with Ambassador John R. Bolton at the United Nations in New York as Senior Advisor to the U.S. Mission and Representative of the United States to the 61st Session of the United Nations General Assembly.

 

In October 2007, President George W. Bush once more sought out the service of Ambassador Siegel, appointing him to serve as the U.S. Ambassador to the Commonwealth of The Bahamas where Mr. Siegel served as the Chief of Mission and was responsible for all operations of the U.S. Embassy Nassau. His responsibilities included oversight and management of over 200 U.S. Department of State employees located in five separate locations throughout The Bahamas, representing seven different government agencies.

 

 

About VeriTeQ

VeriTeQ develops innovative, proprietary RFID technologies for implantable medical device identification, and dosimeter technologies for use in radiation therapy treatment. VeriTeQ offers the world's first FDA cleared RFID microchip technology that can be used to identify implantable medical devices, in vivo, on demand, at the point of care. VeriTeQ's dosimeters provide patient safety mechanisms while measuring and recording the dose of radiation delivered to a patient in real time. For more information on VeriTeQ, please visit www.veriteqcorp.com.

 

Statements in this press release about our future expectations, including, without limitation, the likelihood that Ambassador Siegel will assist the Company with its strategic development and financing needs; the likelihood that Ambassador Siegel will contribute to VeriTeQ’s accomplishments and his strategic guidance will further enhance the Company’s corporate governance; constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Litigation Reform Act of 1995. Such forward-looking statements involve risks and uncertainties and are subject to change at any time, and our actual results could differ materially from expected results. These risks and uncertainties include, without limitation, VeriTeQ’s ability to raise capital, as well as other risks. Additional information about these and other factors may be described in VeriTeQ’s Form 10-K, filed on April 15, 2014, and Forms 10-Q, filed on May 14, 2014, November 14, 2013, and August 9, 2013, and future filings with the Securities and Exchange Commission The Company undertakes no obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this statement or to reflect the occurrence of unanticipated events, except as required by law.

 

Contact:

VeriTeQ

Allison Tomek, 561-846-7003

atomek@veriteqcorp.com

 

Brendan Hopkins

RedChip Companies

1-800-RED-CHIP (733-2447) Ext 134

Brendan@redchip.com