Current Report Filing (8-k)
June 29 2017 - 5:02PM
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):
June 29, 2017 (June 22, 2017)
THE CORETEC GROUP INC.
(Exact name of registrant as specified
in charter)
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Oklahoma
(State or other jurisdiction of
incorporation)
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000-54697
(Commission
File Number)
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73-1479206
(IRS Employer
Identification No.)
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6804 South Canton Avenue, Suite
150
Tulsa, OK
(Address of principal executive
offices)
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74136
(Zip Code)
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Registrant’s telephone number, including
area code: (918) 494-0505
3DICON CORPORATION
(Former name, former address and former
fiscal year, 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):
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))
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
o
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.
o
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On June 22, 2017, the Coretec Group
Inc. (the “Company”) filed an Amended Certificate of Incorporation (the “Amendment”) with the Secretary
of State of the State of Oklahoma, to (i) change its name from “3DIcon Corporation” to “the Coretec Group Inc.”
(“Name Change”) and to (ii) effect a 1-for-300 reverse stock split (“Reverse Split”). The Name Change and
Reverse Split became effective with the State of Oklahoma on June 28, 2017 and with the Financial Industry Regulatory Authority,
Inc. (“FINRA”) on June 29, 2017 (“Effective Time”).
At the Effective Time, each 300 shares
of the Company’s common stock, par value $.0002 per share (“Common Stock”), issued and outstanding were converted
and reclassified into one share of the Company’s Common Stock. No fractional shares of the Company’s Common Stock were
issued in connection with the Reverse Split. Shareholders who would otherwise be entitled to a fractional share will instead receive
a new certificate rounding up their fractional share to the next nearest full share.
On June 29, 2017, the Company’s
Common Stock began quotation on OTC Pink under the new name and a trading symbol of “TDCPD”. The “D” will
be removed in 20 business days and the symbol will change to “CRTG”.
The foregoing description of the Amendment
is qualified in its entirety by reference to the full text thereof which is filed as Exhibit 3.1 to this Current Report on Form
8-K and incorporated herein by reference.
As previously disclosed in the Company’s
Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on October 6, 2016, the Company
entered into and closed a Share Exchange Agreement (the “Share Exchange Agreement”) dated May 31, 2016 by and between
the Company and Coretec Industries, LLC, a North Dakota limited liability company, pursuant to which the Company agreed to effect
a corporate action that has the effect of allowing the Company to issue all Common Stock into which the Series B Preferred Stock
issued in connection with the Share Exchange Agreement may be converted. On June 29, 2017, post the Reverse Split, all shares of
Series B Preferred Stock were adjusted for the Reverse Split and were converted into the Company’s Common Stock. As a result,
the Company issued an aggregate of 41,842,241 shares of Common stock to the holders of Series B Preferred Stock.
As a result of the above actions, the
number of the total issued and outstanding shares of the Company’s Common Stock, as of the date of this report, is 46,781,423.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit
No.
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Description
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3.1
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Amended Certificate of Incorporation
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this repor
t to be signed on its
behalf by the undersigned hereunto duly authorized.
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3DICON
CORPORATION
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Date:
June 29, 2017
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By:
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/s/
Michael A. Kraft
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Name:
Position:
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Michael
A. Kraft
Chief
Executive Officer
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