Current Report Filing (8-k)
October 03 2017 - 5:03PM
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): September 28, 2017
Ipsidy
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
000-54545
|
46-2069547
|
(State or Other Jurisdiction
of Incorporation)
|
(Commission File
Number)
|
(IRS Employer
Identification Number)
|
780
Long Beach Boulevard, Long Beach, New York 11561
(Address
of principal executive offices) (zip code)
407-951-8640
(Registrant’s
telephone number, including area code)
Copies
to:
Stephen
M. Fleming, Esq.
Fleming
PLLC
49
Front Street, Suite 206
Rockville
Centre, New York 11570
Phone:
(516) 833-5034
Fax:
(516) 977-1209
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):
☐
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))
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 5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
|
|
|
Item
5.07
|
Submission
of Matters to a Vote of Security Holders
|
Annual
Meeting
Ipsidy
Inc. (the “Company”) held its Annual Meeting on September 28, 2017 in Long Beach, New York. Of the 336,565,097 shares
of Common Stock outstanding on August 29, 2017, the record date, 281,040,309 shares were represented at the Annual Meeting, in
person or by proxy, constituting a quorum. The proposals considered at the Annual Meeting are described in detail in the Proxy
Statement. The proposals described below were voted upon at the Annual Meeting and the number of votes cast with respect to each
proposal was as set forth below:
(1)
Elect five (5) directors until his successor is duly elected and qualified, or until his earlier death, resignation or removal.
The five directors receiving the highest vote were appointed to the board. The following directors were elected to the board.
|
For
|
Withheld
|
PHILIP
D. BECK
|
266,299,861
|
14,740,448
|
HERBERT
SELZER
|
266,799,861
|
14,240,448
|
RICKY
SOLOMON
|
266,299,861
|
14,740,448
|
THEODORE
STERN
|
266,799,861
|
14,240,448
|
THOMAS
SZOKE
|
276,511,543
|
4,528,766
|
(2)
Ratify the appointment of Cherry Bekaert LLP as the Company’s independent auditors for the fiscal year ending December 31,
2017. This matter was determined based on majority of the shares cast.
For
|
Against
|
Abstain
|
266,799,961
|
14,240,348
|
0
|
(3)
Approving the 2017 Incentive Stock Plan and to authorize 70,000,000 shares of Common Stock for issuance thereunder. This matter
was determined based on majority of the shares cast.
For
|
Against
|
Abstain
|
195,348,041
|
60,724,008
|
24,968,260
|
(4)
Approving the amendment of the Company’s Certificate of Incorporation to increase the number of authorized shares of common
stock from 500,000,000 to 1,000,000,000. This matter was determined based on majority of the shares outstanding.
For
|
Against
|
Abstain
|
232,319,547
|
48,720,762
|
0
|
(5)
Approving an amendment to our certificate of incorporation to effect a reverse stock split at a ratio not less than 1-for-2 and
not greater than 1-for-25, with the exact ratio to be set within that range at the discretion of our board of directors before
December 31, 2018 without further approval or authorization of our stockholders. This matter was determined based on majority
of the shares cast.
For
|
Against
|
Abstain
|
187,964,609
|
67,607,440
|
25,468,260
|
Amendment
to the Certificate of Incorporation
As
detailed above, on September 28, 2017, the stockholders of the Company approved an amendment to the Company’s Certificate
of Incorporation, increasing the number of authorized shares of common stock from 500,000,000 to 1,000,000,000. The increase in
authorized shares was effected pursuant to a Certificate of Amendment to the Certificate of Incorporation filed with the Secretary
of State of the State of Delaware. A copy of the Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on
Form 8-K and is incorporated into this Item 5.03 by reference.
|
Item
9.01
|
Financial
Statements and Exhibits
|
(d)
Exhibits
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.
|
Ipsidy Inc.
|
|
|
|
Date: October 3, 2017
|
By:
|
/s/
Stuart P. Stoller
|
|
Name: Stuart P. Stoller
|
|
Title: Chief Financial Officer
|