Current Report Filing (8-k)
November 27 2018 - 11:36AM
Edgar (US Regulatory)
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):
November 26, 2018
Skinvisible, Inc.
(Exact name of registrant as specified in its charter)
Nevada
|
000-25911
|
88-0344219
|
(State
or other jurisdiction of incorporation)
|
(Commission File
Number)
|
(I.R.S. Employer
Identification No.)
|
6320
South Sandhill Road Suite 10, Las Vegas, NV
|
89120
|
(Address of principal
executive offices)
|
(Zip Code)
|
Registrant’s
telephone number, including area code:
702-433-7154
___________________________________________________
(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:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17CFR 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))
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
5.07 Submission of Matters to a Vote of Security Holders.
On
November 26, 2018, the Company held a Special Meeting of Stockholders (the “Special Meeting”), at which holders
of Company Common Stock as of the close of business on October 19, 2018, the record date for the Special Meeting (the “Record
Date”), voted on proposals to: (1) adopt the Plan of Merger and Reorganization Merger Agreement (the “Merger
Agreement”) by and among Quoin Pharmaceuticals, Inc., a Delaware corporation (“Quoin”), the Company and the
Company’s wholly owned subsidiary, Quoin Merger Sub, Inc. (Proposal 1), (2) amend the Company’s Articles of Incorporation
to effect a Reverse Split (the “Reverse Split”) of the Company’s issued and outstanding common stock by a ratio
of not less than one-for-ten and not more than one-for-one hundred, with the exact ratio to be set at a whole number within this
range, as determined by the Company’s board of directors in its sole discretion (Proposal 2), and (3) approve an amendment
to the Articles of Incorporation of the Company which changes its name to Quoin Pharmaceuticals, Inc. at the effective time of
the Merger (the “Name Change”) (Proposal 3).
Each
proposal was described in detail in the Company’s definitive proxy statement, which was first filed with the SEC on October 19,
2018 and first mailed to the Company’s stockholders on or about October 31, 2018.
According
to the report of the independent inspector of election, 144,830,920 shares of Company Common Stock were issued and outstanding,
and entitled to vote at the Special Meeting, as of the Record Date, and the holders of a total of 99,993,419 shares of Company
Common Stock, representing approximately 69% of the outstanding shares entitled to vote, were present in person or represented
by proxy at the Special Meeting. The final vote tally, as certified by the inspector of elections for the Special Meeting,
shows that the proposal to adopt the Merger Agreement was approved by the holders of a majority of the outstanding shares of Company
Common Stock entitled to vote thereon. The final vote tally also reflects approval of Proposal 2 (Reverse Split) and Proposal
3 (Name Change) by the requisite vote.
The
final voting results on the proposals were as follows:
Proposal
1
:
The
total number of shares of Company Common Stock entitled to vote on Proposal 1 were voted as follows:
For
|
|
Against
|
|
Abstain
|
|
|
83,097,460
|
|
398,283
|
|
298,834
|
|
|
Proposal
2
:
The
total number of shares of Company Common Stock entitled to vote on Proposal 2 were voted as follows:
For
|
|
Against
|
|
Abstain
|
|
|
97,553,864
|
|
853,375
|
|
371,366
|
|
|
Proposal
3
:
The
total number of shares of Company Common Stock entitled to vote on Proposal 3 were voted as follows:
For
|
|
Against
|
|
Abstain
|
|
|
82,898,960
|
|
637,283
|
|
286,834
|
|
|
Adjournment
of the Special Meeting was deemed not necessary or appropriate and was not acted upon because there were sufficient votes at the
time of the Special Meeting to approve the adoption of the Merger Agreement and transactions contemplated thereby, including the
Merger.
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.
Skinvisible,
Inc.
/s/
Terry Howlett
Terry
Howlett
Chief
Executive Officer Date:
November
27, 2018
Skinvisible (QB) (USOTC:SKVI)
Historical Stock Chart
From Aug 2024 to Sep 2024
Skinvisible (QB) (USOTC:SKVI)
Historical Stock Chart
From Sep 2023 to Sep 2024