Current Report Filing (8-k)
February 08 2016 - 11:01AM
Edgar (US Regulatory)
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): February 2, 2016
MMRGLOBAL, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE |
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000-51134 |
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33-0892797 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
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4401 WILSHIRE BLVD., SUITE 200
LOS ANGELES, CA 90010 |
(Address of Principal Executive Offices)
(Zip Code) |
(310) 476-7002
(Registrant's telephone number, including area code)
N/A
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 February 2, 2016, MMRGlobal, Inc. (the "Company") filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the
"Certificate of Amendment") with the Secretary of State of the State of Delaware effecting a five for one reverse stock split of the Company's common stock (the
"Reverse Stock Split"). The Company has notified the Financial Industry Regulatory Authority ("FINRA") of the Reverse Stock Split. The Reverse Stock Split
became effective in the marketplace after FINRA approval, which the occurred on or about February 5, 2016, to become effective on February 8th at which time every
five (5) shares of the Company's issued and outstanding common stock were automatically converted into one (1) issued and outstanding share of the Company's common stock,
without any change in the par value per share. The Certificate of Amendment provides that no fractional shares will be issued. Instead, the Company will issue to the Stockholders
one additional share of Common Stock for each fractional share. A copy of the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated
herein by reference.
A copy of our press release dated February 5, 2016, announcing the Reverse Stock Split, is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Trading of the Company's common stock will continue on the OTC Markets on a Reverse Stock Split-adjusted basis under the symbol MMRF with a D affixed for 20 business
days. The new CUSIP number for the Company's common stock following the Reverse Stock Split is 255892 200.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
The following documents are filed herewith:
Exhibit No. Description
Exhibit 3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation of MMRGlobal, Inc.
Exhibit 99.1 Press Release, dated February 5. 2016
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.
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MMRGLOBAL, INC.
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February 8, 2016 |
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By: /s/ Robert H. Lorsch
Robert H. Lorsch
Chief Executive Officer
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EXHIBIT INDEX
Exhibit 3.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
MMRGlobal, Inc. Announces Completion of Company's Reverse Stock Split
Los Angeles, California (February 5, 2016) -
MMRGlobal, Inc. (OTCQB:
MMRF) (the "Company"), a leading provider of Personal Health Records (PHRs), MyEsafeDepositBox storage solutions and electronic document management and imaging
systems for healthcare professionals, today announced a one-for-five (1:5) reverse split of its outstanding Common Stock, as approved by the Company's Board of Directors on
October 8, 2015, and by Stockholders holding a majority of the Company's voting power on November 4, 2016 by written consent in lieu of a meeting, in accordance with Delaware
law. The Company's Common Stock will open for trading on the OTCQB marketplace on a post-split adjusted basis effective on Monday, February 8, 2016, under the
symbol MMRF with a D affixed for 20 business days. The Company also has a new CUSIP Number which is 55314U207. The Company's Certificate of Incorporation, as amended,
reflecting the reverse split has also become effective.
In the reverse split, each five shares of issued and outstanding Common Stock will be converted automatically into one share of Common Stock. No fractional shares will be
issued in connection with the reverse stock split; instead, the Company will issue to the Stockholders one additional share of Common Stock for each fractional share.
The number of shares of Common Stock issued and outstanding will be reduced from approximately 1,059,255,881 shares as of immediately prior to the reverse split, to
approximately 211,851,177 shares outstanding post-split. The reverse split will also have a proportionate effect on all stock options and warrants outstanding as of the reverse
split.
Stockholders who hold their shares in brokerage accounts or "street name" will not be required to take any action to effect the exchange of their shares.
Computershare will act as the Company's transfer agent and exchange agent for purposes of implementing the stock split and as exchange agent for the exchange of stock
certificates. As such, the Company suggests that Stockholders of record as of the date of the reverse split who either hold share certificates or wish to ensure that the Company has
their most current contact information visit the Computershare Investor Center online at
www.computershare.com/investor
.
Additional information regarding the Company's reverse stock split is available in the definitive information statement filed by the Company with the United States Securities and
Exchange Commission (SEC) on December 8, 2015.
The Company is currently actively engaged in acquiring selected Stage 3 biotech assets which has been made possible by the completion of the reverse split. The Company
continues enforcement of its health information technology patents globally with significant activity pertaining to the Company's patents and intellectual property in Australia.
About MMRGlobal, Inc.
MMRGlobal, Inc., through its wholly-owned operating subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-use online Personal Health Records
("PHRs") and electronic safe deposit box storage solutions, serving consumers, healthcare professionals, employers, insurance companies, financial institutions, retail pharmacies,
and professional organizations and affinity groups. The
MyMedicalRecords PHR enables individuals and
families to access their medical records and other important documents, such as birth certificates, passports, insurance policies and wills, anytime from anywhere using the Internet.
2/
MyMedicalRecords is built on proprietary, patented technologies to allow documents, images and voicemail messages to be transmitted and stored in the system using a variety of
methods, including fax, phone, or file upload without relying on any specific electronic medical record platform to populate a user's account. The Company's professional offering,
MMRPro, is designed to give physicians' offices an easy and cost-effective solution to digitizing paper-based medical records and sharing them with patients in real time through an
integrated patient portal. Through its merger with Favrille, Inc. in January 2009, the Company acquired intellectual property biotech assets that include anti-CD20 antibodies and
data and samples from its FavId™/Specifid™ vaccine clinical trials for the treatment of B-Cell Non-Hodgkin's lymphoma. To learn more about MMRGlobal, Inc. visit
www.mmrglobal.com. View demos and video tutorials of the Company's products and services at
www.mmrtheater.com.
Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events or results to differ materially from those
projected in the forward-looking statements as a result of various factors and other risks, including those set forth in the Company's Form 10-K filed with the Securities and Exchange
Commission. You should consider these factors in evaluating the forward-looking statements included herein, and not place undue reliance on such statements. The forward-looking
statements in this release are made as of the date hereof and the Company undertakes no obligation to update such statements.
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CONTACT:
Bobbie Volman
MMRGlobal, Inc.
(310) 476-7002, Ext. 7015
bvolman@mmrmail.com