Current Report Filing (8-k)
August 15 2014 - 4:11PM
Edgar (US Regulatory)
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): July 25, 2014
Intellect
Neurosciences, Inc.
(Exact Name Of Registrant
As Specified In Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
333-128226 |
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20-8329066 |
(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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550 Sylvan Ave., Suite 101
Englewood Cliffs, New Jersey |
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07632 |
(Address of Principal Executive Offices) |
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(Zip Code) |
(201)
608-5101
(Registrant’s Telephone Number,
Including Area Code)
(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)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Effective as of August 14, 2014, the Secretary
of State of the State of Delaware accepted a Certificate of Amendment (the “Amendment”) filed by Intellect Neurosciences,
Inc. (the “Company”) pursuant to approval obtained from the Board of Directors and a majority of the holders of issued
and outstanding capital stock of the Company. The Amendment provides for a reverse stock split whereby for every two hundred and
fifty (250) shares of common stock issued and outstanding, two hundred and fifty (250) shares of common stock shall be combined
and converted into one (1) share of common stock. The number of authorized shares of common stock of the Company and the par value
of the common stock shall remain as set forth in the Certificate of Incorporation, as amended. All fractional shares shall be
rounded up to the next whole number of shares.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
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Description |
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3.1 |
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Certificate of Amendment to the Certificate of Incorporation of Intellect Neurosciences, Inc., as filed with the Secretary of State of the State of Delaware, effective as of August 14, 2014. |
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.
Dated: August 15, 2014 |
INTELLECT NEUROSCIENCES, INC. |
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By: |
/s/ Elliot Maza |
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Name: |
Elliot Maza |
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Title: |
Chief Executive Officer |
Exhibit 3.1
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
OF
INTELLECT NEUROSCIENCES,
INC.
Intellect Neurosciences, Inc. (the “Corporation”),
a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: That at a meeting of the
Board of Directors of the Corporation resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation
of the Corporation, declaring said amendment to be advisable and calling for a vote by the stockholders.
SECOND:
Article Fourth of the Corporation’s Certificate of Incorporation is hereby amended by deleting and replacing in its entirety
the second (2nd) paragraph with the following paragraph:
Upon the effectiveness
(the “Effective Time”) of this Certificate of Amendment to the Certificate of Incorporation of the Corporation
with the Secretary of State of the State of Delaware, every two hundred and fifty (250) shares of Common Stock issued and outstanding
immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof,
be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). The number of authorized
shares of Common Stock of the Corporation and the par value of the Common Stock shall remain as set forth in this Certificate of
Incorporation, as amended. No fractional share shall be issued in connection with the foregoing combination. All fractional shares
shall be rounded up to the next whole number of shares. The capital of the Corporation will not be reduced under or by reason of
any amendment herein certified.
THIRD:
That said amendment was duly adopted in accordance with the provisions of Section 242 and 242 of the General Corporation Law of
the State of Delaware.
FOURTH:
This Certificate of Amendment shall be effective immediately upon filing.
IN WITNESS WHEREOF, the Corporation has
caused this Certificate of Amendment to be signed by its duly authorized officer this _12th day of August, 2014.
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INTELLECT NEUROSCIENCES, INC |
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/s/ Elliot Maza |
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Elliot Maza |
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Chief Executive Officer, Chief Financial Officer and Chairman |