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): August 27, 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

 

DIGITAL ANGEL CORPORATION

(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))

 

 

 

 Item 5.03. Amendments to Articles of Incorporation or Bylaws

 

On August 27, 2014, VeriTeQ Corporation (the “Company”) filed an Amended and Restated Certificate of Incorporation (the “Certificate”) with the Secretary of State of the State of Delaware effecting an increase in the number of shares of the Company’s authorized common stock, par value $0.01 per share, from 50,000,000 shares to 500,000,000 shares and a reduction in the par value of its preferred stock from $10.00 per share to $0.01 per share. A copy of the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
	Exhibit Number		Description
	3.1		Amended and Restated Certificate of Incorporation of VeriTeQ Corporation

 

 

 

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: September 2, 2014	/s/ Scott R. Silverman
	Scott R. Silverman
	Chief Executive Officer

 

 

 

Exhibit Index

 

 

	Exhibit Number		Description
	3.1		Amended and Restated Certificate of Incorporation of VeriTeQ Corporation

 

 

Exhibit 3.1

 

AMENDED RESTATED CERTIFICATE OF INCORPORATION

OF

VERITEQ CORPORATION

 

VeriTeQ Corporation, a Delaware corporation, hereby certifies as follows:

1. The name of the corporation is VeriTeQ Corporation. The date of filing its original Certificate of Incorporation with the Secretary of State was March 7, 2007, under the name Applied Digital Solutions, Inc.

2. The Amended and Restated Certificate of Incorporation of the corporation attached hereto as Exhibit A, which is incorporated herein by this reference, and which restates, integrates and further amends the provisions of the Certificate of Incorporation of this corporation as heretofore amended and/or restated, has been duly adopted by the corporation’s Board of Directors and by the stockholders in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, with the approval of the corporation’s stockholders having been given by written consent without a meeting in accordance with Section 228 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, this corporation has caused this Restated Certificate of Incorporation to be signed by its duly authorized officer and the foregoing facts stated herein are true and correct.

 

Dated: August 27, 2014	VeriTeQ Corporation
	By:	/s/ Allison Tomek
		Allison Tomek
		Secretary

                    

 

 

Exhibit A

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

VERITEQ CORPORATION

 

ARTICLE ONE

 

The name of the corporation is VeriTeQ Corporation (the “Corporation”). The Corporation was originally incorporated in Delaware under the name Applied Digital Solutions, Inc. on March 7, 2007.

 

ARTICLE TWO

 

The address of the Corporation’s registered office in this state is located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 and its registered agent is Corporation Service Company. County of New Castle.

 

ARTICLE THREE

 

The aggregate number of shares of all classes of stock which the Corporation shall have authority to issue is Five Hundred Five Million (505,000,000) shares, of which Five Million (5,000,000) shares shall be preferred stock (“Preferred Stock”) having a par value of $0.01 per share and Five Hundred Million (500,000,000) shares shall be common stock (“Common Stock”) having a par value of $0.01 per share. A statement of the preferences, qualifications, limitations, restrictions, and the special or relative rights, including convertible rights, in respect of the shares of each class is as follows:

 

A.    Preferred Stock.

 

Subject to the requirements of the laws of the State of Delaware, authority is hereby vested in the Board of Directors from time to time to issue 5,000,000 shares of Preferred Stock in one or more series and by resolution or resolutions as to each series:

 

(a)    to fix the distinctive serial designation of the shares of such series;

 

(b)    to fix the rate per annum at which the holders of the shares of such series shall be entitled to receive dividends, the dates on which said dividends shall be payable, and, if the directors determine that the dividends with respect to said series shall be cumulative, the date or dates from which such dividends shall be cumulative;

 

(c)    to determine whether the shares of such series shall have voting power, and, if so, the extent and definition of such voting power;

 

(d)    to fix the price or prices at which the shares of such series may be redeemed, and to determine whether the shares of such series may be redeemed in whole or in part or only as a whole;

 

 

 

(e)    to fix the amounts payable on the shares of such series in the event of liquidation, dissolution, or winding up of the Corporation;

 

(f)     to determine whether or not the shares of any such series shall be made convertible into or exchangeable for shares of any other class or classes of stock of the Corporation or of any other series of Preferred Stock and the conversion price or prices, or the rate or rates of exchange at which such conversion or exchange may be made;

 

(g)    to determine the amount of the sinking fund, purchase fund, or any analogous fund, if any, to be provided with respect to each such series; and

 

(h)    to fix preferences and relative, participating, optional, or other special rights, and qualifications, limitations or restrictions thereof, applicable to each such series.

 

B.    Common Stock.

 

Each share of Common Stock shall be identical with each other share of Common Stock, except as the holders thereof shall otherwise expressly agree in writing. Subject to the prior rights of the Preferred Stock from time to time issued and outstanding, as hereinbefore set forth, the holders of Common Stock shall be entitled to receive such sums as the Board of Directors may from time to time declare as dividends thereon, or authorize as distributions thereon, out of any sums available to be distributed as dividends and to receive any balance remaining in case of the dissolution, liquidation or winding up of the Corporation after satisfying the prior rights of the Preferred Stock, if any be then outstanding. Each share of Common Stock shall have one vote for all corporate purposes.

 

ARTICLE FOUR

 

No holder of shares of any class of stock of this corporation, either now or hereafter authorized or issued, shall have a preemptive or preferential right to subscribe for or purchase any shares of any class of stock of this corporation, either now or hereafter authorized whether issued for cash, property or services, or to subscribe for or purchase obligations, bonds, notes, debentures, other securities or stock convertible into stock of any class of this corporation other than such right, if any, as the Board of Directors in its discretion may from time to time determine, and at such prices as the Board of Directors may from time to time fix.

 

 

 

 

ARTICLE FIVE

 

The number of directors to constitute the Board of Directors is five (5). Hereafter, the number of directors shall be fixed by, or in the manner provided in, the By-Laws. Any changes in the number will be reported to the Secretary of State within thirty (30) calendar days of such change.

 

 

 

ARTICLE SIX

 

The duration of the Corporation is perpetual.

 

ARTICLE SEVEN

 

The Corporation is formed for the following purpose: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

 

ARTICLE EIGHT

 

The Board of Directors is authorized to make, amend, alter and rescind the By-Laws of the Corporation.