Current Report Filing (8-k)
January 16 2020 - 5:01PM
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):
January 10, 2020
CONVERSION LABS, INC.
(Exact name of Registrant as specified in its
charter)
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Delaware
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000-55857
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76-0238453
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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800 Third Avenue, Suite 2800
New York, NY 10022
(Address of principal executive offices,
including zip code)
(866) 351-5907
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the 8-K
filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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☐
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Written communication 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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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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:
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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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None
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None
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None
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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 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.07 Submission of Matters to a Vote
of Security Holders.
On January 10, 2020, the Company held a special
meeting of shareholders (the “Special Meeting”). Greater than 50.01% of the shares of common stock outstanding and
entitled to vote at the Special Meeting were present in person or by proxy, thereby constituting a quorum.
The matters that were voted upon at the Annual
Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions, as to such matters, where
applicable, are set forth in the table below.
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Number of Votes
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Votes For
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Votes
Against/Withheld
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Abstentions
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Approval authorizing the Company for a period of up to twelve months from the date of the Meeting, to adopt an amendment to the Company’s Certificate of Incorporation to effect a Reverse Stock Split in a ratio up to, and including 1 for 5, such ratio to be determined by the Board, or to determine not to proceed with the Reverse Stock Split (“Proposal 1”).
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31,860,764
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10,706,419
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184,409
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Approval authorizing the Company to file an amendment to the Company's Articles of Incorporation to authorize the Company to issue up to 5,000,000 shares of Blank Check Preferred stock, par value $0.0001 per share, in one or more series as determined by the Board, with such rights, privileges, preferences and limitations as the Board may, in its sole discretion, determine (“Proposal 2”):
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19,228,013
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10,051,082
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197,387
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On the basis of the above votes, (i) Proposal 1 was approved; and
(ii) Proposal 2 was approved.
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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CONVERSION LABS, INC..
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Date: January 16, 2020
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By:
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/s/ Justin Schreiber
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Name:
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Justin Schreiber
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Title:
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Chief Executive Officer
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