Current Report Filing (8-k)
July 23 2019 - 4:11PM
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
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): July 18, 2019
SIGMA
LABS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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001-38015
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27-1865814
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(State
or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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3900
Paseo del Sol
Santa
Fe, New Mexico 87507
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (505) 438-2576
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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.001 per share
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SGLB
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The
NASDAQ Stock Market LLC
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Warrants
to Purchase Common Stock, par value $0.001 per share
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SGLBW
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The
NASDAQ Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth
company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
ITEM
5.02
DEPARTURE OF DIRECTORS OR CERTAIN
OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On
July 18, 2019, the 2013 Equity Incentive Plan (the “2013 Plan”) of Sigma Labs, Inc. (“we,” “our,”
“us,” or the “Company”), was amended to fix at 2,400,000 shares the aggregate number of shares of our
common stock issued or issuable under the 2013 Plan.
ITEM
5.07
SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS.
Annual
Meeting of Stockholders
On
July 18, 2019, we held our 2019 Annual Meeting of Stockholders (the “Annual Meeting”). Our stockholders acted upon
the following proposals at the Annual Meeting:
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●
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Proposal
1
: To elect each of Frank J. Garofalo and Salvatore Battinelli to serve as a Class II director until the 2022 Annual Meeting
of Stockholders;
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●
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Proposal
2
: To approve an amendment to our 2013 Plan to fix at 2,400,000 shares the aggregate number of shares of our common stock
issued or issuable under the 2013 Plan;
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●
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Proposal
3
: To approve, by non-binding vote, the compensation of our named executive officers as disclosed in our proxy statement;
and
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●
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Proposal
4
: To ratify the selection of Haynie & Company as our independent registered public accounting firm for the fiscal
year ending December 31, 2019.
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Voting
Results
Proposal
1
: Mr. Garofalo was elected as a Class II director with 4,193,809 “FOR” votes and 68,147 “WITHHELD”
votes. Mr. Battinelli was elected as a Class II director with 3,935,121 “FOR” votes and 326,835 “WITHHELD”
votes. There were 3,358,465 broker non-votes in connection with this proposal.
Proposal
2
: This proposal was approved with 3,772,465 “FOR” votes, 487,838 “AGAINST” votes and 1,653 “ABSTAIN”
votes. There were 3,358,465 broker non-votes in connection with this proposal.
Proposal
3
: This proposal was approved with 4,005,653 “FOR” votes, 228,635 “AGAINST” votes and 27,668 “ABSTAIN”
votes. There were 3,358,465 broker non-votes in connection with this proposal.
Proposal
4
: This proposal was approved with 7,484,482 “FOR” votes, 127,177 “AGAINST” votes and 8,762 “ABSTAIN”
votes. There were no broker non-votes in connection with this proposal.
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.
Date:
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July
23, 2019
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SIGMA
LABS, INC.
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By:
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/s/
John Rice
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Name:
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John
Rice
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Title:
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President
and Chief Executive Officer
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