VTEQ VeriTeQ Corporation (CE)

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): July 28, 2015

 

 

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.)

 

 

 

 

 

3333 S. CONGRESS AVENUE, SUITE 401 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))

 

 

Item 8.01. Other Events.

 

On July 29, 2015, an amendment to the Amended and Restated Certificate of Incorporation (the “Amendment”) of VeriTeQ Corporation (“VeriTeQ” or the “Company”) will become effective to implement a 1-for-10,000 reverse stock split (the “Reverse Stock Split”) of the Company's outstanding common stock (the "Common Stock"). The Common Stock will begin trading on the OTC Pink Marketplace on a split-adjusted basis when the market opens on Wednesday July 29, 2015.

 

Once the Reverse Stock Split is effective, each 10,000 shares of the Company’s issued and outstanding Common Stock will automatically, and without any action on the part of the respective holders, be combined and converted into one (1) issued and outstanding share of Common Stock. The Reverse Stock Split will result in a reduction in the number of issued and outstanding shares of the Company’s Common Stock from approximately 4.4 billion to approximately 446,000. The Reverse Stock Split will affect all issued and outstanding shares of the Company's Common Stock, as well as all Common Stock underlying convertible notes, warrants, convertible preferred stock and stock options outstanding immediately prior to the Reverse Stock Split. The Amendment also increases the number of shares of Common Stock that the Company is authorized to issue from 10 billion to 100 billion. The Amendment was approved by the Company’s Board of Directors and ratified by the Company’s stockholders on May 26, 2015.

 

No fractional shares will be issued as a result of the Reverse Stock Split and stockholders who otherwise would be entitled to a fractional share will receive, in lieu thereof, a cash payment which will equal the product obtained by multiplying (a) the fraction to which the stockholder would otherwise be entitled; by (b) the per share closing sales price of the Company’s common stock on the effective date of the reverse stock split. Stockholders holding physical share certificates will receive instructions from the Company's transfer agent, VStock Transfer, LLC, regarding the process for exchanging their pre-split share certificates for new share certificates. Stockholders with shares held in book-entry form or through a bank, broker, or other nominee are not required to take any action and will see the impact of the Reverse Stock Split reflected in their accounts. Beneficial holders may contact their bank, broker, or nominee for more information. Following the Reverse Stock Split, certificates evidencing pre-split shares of Common Stock will evidence only the right to receive a certificate evidencing post-split shares.

 

The Common Stock will continue to trade on the OTC Pink Marketplace under the ticker symbol VTEQ. The ticker symbol will temporarily be appended with a "D" to signify the effectiveness of the Reverse Stock Split for a period of 20 trading days. The post-split Common Stock will trade under a new CUSIP number, 923449300.

 

On July 28, 2015, the Company issued a press release announcing the Amendment, including the Reverse Stock Split. The press release furnished herewith as Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, and is not incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As disclosed in Item 8.01 above, on July 23, 2015, the Company filed the Amendment, to become effective on July 29, 2015, to effect a 1:10,000 reverse split of its outstanding Common Stock and to increase the number of shares of Common Stock that the Company is authorized to issue from 10 billion to 100 billion. A copy of the Amendment is filed as Exhibit 99.2 to this Report.

 

 

Item 9.01. Financial Statements and Exhibits.

 

 

(d)	Exhibits
	Exhibit Number		Description
	99.1		Press Release dated July 28, 2015
	99.2		Certificate of Amendment filed July 23, 2015

 

 

 

Special Note Regarding Forward-Looking Statements

 

This current report on Form 8-K contains"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 Securities 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 continue to raise capital to fund its operations and VeriTeQ’s ability to commericalize its Q Inside Safety Technology; as well as other risks. Additional information about these and other factors may be described in VeriTeQ's Form 10-K, filed on April 14, 2015, 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.

 

 

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: July 28, 2015		/s/ Scott R. Silverman
		Scott R. Silverman
		Chairman and Chief Executive Officer

 

 

Exhibit Index

 

 

(d)	Exhibits
	Exhibit Number		Description
	99.1		Press Release dated July 28, 2015
	99.2		Certificate of Amendment filed July 23, 2015

 

Exhibit 99.1

 

 

 VERITEQ CORPORATION ANNOUNCES REVERSE STOCK SPLIT

 

Company to trade as VTEQD for 20 trading days

 

DELRAY BEACH, FL – July 28, 2015 – VeriTeQ Corporation (OTC Markets: VTEQ) (“VeriTeQ” or the “Company”), a provider of implantable medical device identification and radiation dose measurement technologies, announced today that its Board of Directors and FINRA have approved a reverse split of the Company’s common stock at a ratio of 1-for-10,000, commencing at the open of trading on July 29, 2015.

 

The Company’s ticker symbol will be VTEQD for 20 trading days to designate that it is trading on a post-reverse split basis. VeriTeQ’s post-split common stock will trade under the new CUSIP Number 923449 300. As a result of the reverse stock split, each 10,000 pre-split shares of common stock outstanding will automatically combine into one new share of common stock without any action on the part of the respective holders, and the number of outstanding common shares will be reduced from approximately 4.4 billion shares to approximately 446,000 shares. The reverse stock split will also apply to common stock issuable upon the conversion of outstanding notes payable and convertible preferred stock, and upon the exercise of outstanding warrants and stock options.

 

The Company's transfer agent, VStock Transfer, LLC, will provide instructions to stockholders regarding the process for exchanging shares. No fractional shares will be issued as a result of the reverse stock split, and stockholders who otherwise would be entitled to a fractional share will receive, in lieu thereof, a cash payment which will equal the product obtained by multiplying (a) the fraction to which the stockholder would otherwise be entitled; by (b) the per share closing sales price of the Company’s common stock on the effective date of the reverse stock split.

 

The reverse stock split was previously approved by the Company’s Board of Directors and ratified by the Company’s stockholders on May 26, 2015. Further details of the reverse stock split are contained in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission this day.

 

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 microtransponder 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 that are not purely historical facts, including statements about our beliefs, intentions or future expectations, may be "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 Securities Litigation Reform Act of 1995. Such forward-looking statements consist of any statement other than a recitation of historical fact and can be identified by the use of forward-looking terminology such as “may,” “expect,” “anticipate,” “intend,” “estimate,” or the negative thereof or other variations thereof or comparable terminology. The reader is cautioned that all forward looking statements involve risks and uncertainties and are subject to change at any time, and that our actual results could differ materially from expected results. These risks and uncertainties include, without limitation, VeriTeQ’s ability to continue to raise capital to fund its operations; VeriTeQ’s ability to successfully commercialize its Q Inside Safety Technology; as well as other risks or events beyond VeriTeQ’s control. Additional information about these and other factors may be described in VeriTeQ’s Form 10-K, filed on April 14, 2015. VeriTeQ 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

 

 

Exhibit 99.2

 

SECOND CERTIFICATE OF AMENDMENT OF

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

VERITEQ CORPORATION

 

The undersigned officer of VeriTeQ Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

 

FIRST: 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. An Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State on December 18, 2014.

 

SECOND: The Board of Directors of the Corporation duly adopted resolutions setting forth proposed amendments (the “Second Certificate of Amendment”) to the Amended and Restated Certificate of Incorporation, as previously amended (the “Certificate of Incorporation”), declaring said amendments to be advisable and directing that said amendments be submitted to the stockholders of the Corporation for consideration thereof. The resolutions setting forth the proposed amendments are as follows:

 

RESOLVED, that the Certificate of Incorporation be amended by changing the first sentence of the first paragraph of Article numbered “III” so that, as amended, said sentence shall be and read as follows:

 

“The aggregate number of shares of all classes of stock which the Corporation shall have authority to issue is One Hundred Billion Five Million (100,005,000,000) 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 One Hundred Billion (100,000,000,000) shares shall be Common Stock (“Common Stock”) having a par value of $0.00001 per share.”

 

RESOLVED, that the Certificate of Incorporation be amended by adding a third paragraph to Article Three, Subsection B, so that, as amended, said paragraph of Article III, Subsection B, shall be read as follows:

 

“Effective at 12:01 a.m. on July 29, 2015, (the “Effective Time”) pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) of this certificate of amendment to the Amended and Restated Certificate of Incorporation of the Corporation, each 10,000 shares of the Corporation’s Common Stock, par value $0.00001 per share, issued and outstanding immediately prior to the Effective Time shall be combined into 1 validly issued, fully paid and non-assessable share of Common Stock, par value $0.00001 per share, without any further action by the corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). No certificates representing fractional shares of common stock shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of common stock shall be entitled to receive cash (without interest or deduction) from the Corporation’s transfer agent in lieu of such fractional share interests upon the submission of a transmittal letter by a stockholder holding the shares in book-entry form and, where shares are held in certificated form, upon the surrender of the stockholder’s Old Certificates (as defined below), in an amount equal to the proceeds attributable to the sale of such fractional shares following the aggregation and sale by the Corporation’s transfer agent of all fractional shares otherwise issuable. Each certificate that immediately prior to the Effective Time represented shares of common stock (“Old Certificates”), shall thereafter represent that number of shares of common stock into which the shares of common stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.”

 

 

THIRD: The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

FOURTH: The foregoing amendment shall be effective upon filing with the Secretary of State of the State of Delaware.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer, this 23rd day of July, 2015.

 

VERITEQ CORPORATION

 

 

By:                /s/ Scott Silverman

Name:          Scott Silverman

Title:            Chairman of the Board and Chief Executive Officer