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): September 3, 2014

INTELLICELL BIOSCIENCES, INC.
 
(Exact name of registrant as specified in its charter)

Nevada
  
333-49388
  
91-1966948
(State or other jurisdiction
of incorporation)
  
(Commission File Number)
  
(IRS Employer
Identifica­tion No.)

460 Park Avenue, 17th Fl
New York, NY 10022
(Address of principal executive offices)
(646) 576-8700
Registrant’s telephone number, including area code

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; Change in Fiscal Year.

Amendment to Articles of Incorporation

On September 3, 2014, Intellicell Biosciences, Inc. (the “Company”) filed an amendment to the Company’s articles of incorporation with the Secretary of State of the State of Nevada to increase the Company’s authorized common stock from three billion five hundred million (3,500,000,000) shares of common stock to ten billion (10,000,000,000) shares of common stock. As disclosed in the Company’s definitive Schedule 14C as filed with the SEC on July 14, 2014, the amendment was approved by the Board of Directors on June 24, 2014 and by the vote of a majority of the voting capital stock of the Company on June 25, 2014.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
 
*Filed herewith

 
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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.


     
INTELLICELL BIOSCIENCES, INC.
           
           
Date: September 9, 2014
  
By:
 /s/ Dr. Steven Victor  
       
Name: Dr. Steven Victor
  
       
Title: Chief Executive Officer
  

 
 
 
 
 
 
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Exhibit 3.1
 
 
 
STATE OF NEVADA
  
ROSS MILLER
Secretary of State
 graphic 
SCOTT W. ANDERSON
Deputy Secretary
for Commercial Recordings
 
OFFICE OF THE
SECRETARY OF STATE
  

 
 
Certified Copy
September 3, 2014
 
Job Number:       C20140903-1344
Reference Number:
Expedite:
Through Date:
 
The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.
 
Document Number(s) Description      Number of Pages
     
20140638134-32 Amendment    1 Pages/1 Copies
 
                                                                                               
 
 graphic  
Respectfully,
graphic
ROSS MILLER
Secretary of State
  
       
       
 
         
 
Certified By: Jason Hataway
Certificate Number: C20140903-1344
You may verify this certificate
online at http://www.nvsos.gov/
 
Commercial Recording Division
202 N. Carson Street
Carson City, Nevada 89701-4069
Telephone (775) 684-5708
Fax (775) 684-7138

 
 
 
 


 
graphic
 ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 6845708
Website: www.nvsos.gov
    graphic
 
 Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
 
      
       
       
USE BLACK INK ONLY - DO NOT HIGHLIGHT      ABOVE SPACE IS FOR OFFICE USE ONLY
 
 
 Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
 
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
 
1. Name of corporation:
 
 
Intellicell Biosciences, Inc.
 
 
 
2. The articles have been amended as follows: (provide article numbers, if available)
 
 
 
Article II is hereby amended to read in its entirety as follows:
The amount of total authorized capital stock which the Corporation shall have the authority to issue is ten billion (10,000,000,000) shares of common stock, each with $0.0001 par value, and one million (1,000,000) shares of preferred stock, each with $0.01 par value. To the fullest extent permitted by the laws of the State of Nevada, as the same now exists or may hereafter be amended and supplemented, the Board of Directors may fix and determine the designations, rights, preferences or other variations of each class of capital stock of the Corporation as shall be expressed in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors.
 
 
 
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is:
 
 51%      
 
 
4. Effective date and time of filing: (optional)             Date:  9/2/2014 Time:    
 
     (must not be later than 90 days after the certificate is filed)  
 
5. Signature: (required)
 
 
 /s/ Steven Victor., MD
Signature of Officer
 
*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
 
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
 
 
This form must be accompanied by appropriate fees.    
Nevada Secretary of State Amend Profit-After
 Revised: 11-27-13