Current Report Filing (8-k)
December 04 2019 - 10:14AM
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 1934
Date of Report (Date of earliest event
reported): November 27, 2019
NEMAURA MEDICAL, INC.
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
001-38355
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46-5027260
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Advanced Technology Innovation Centre,
Loughborough University Science
and Enterprise Parks,
5 Oakwood Drive,
Loughborough, Leicestershire
LE11 3QF
United Kingdom
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N/A
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s telephone number, including area code:
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00
44 1509 222912
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N/A
(Former name or former address, if changed since
last report)
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Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
[_] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12(b) under
the Exchange Act (17 CFR 240.14a-12(b))
[_] 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))
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
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NMRD
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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 (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 5.03. Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
On November
27, 2019, the Board of Directors (the “Board”) of Nemaura Medical, Inc., a Nevada corporation (the “Company”)
approved (i) a reverse stock split of the Company’s issued and outstanding common stock, par value $0.001 per share on a
one (1) for ten (10) basis (the “Reverse Stock Split”) and (ii) a decrease of the Company’s authorized number
of shares of common stock on the same basis from 420,000,000 shares of common stock to 42,000,000 shares of common stock (the
“Decrease in Authorized Securities” and the Reverse Stock Split and Decrease in Authorized Securities is referred
to together herein as the “Corporate Actions”).
The Company
filed a Certificate of Change (the “Certificate”) pursuant to Section 78.209 of the Nevada Revised Statutes with the
Secretary of State of the State of Nevada on November 27, 2019, to effectuate the Corporate Actions.
The Corporate
Actions are expected to be effective with the NASDAQ Capital Market (“NASDAQ”) at the open of business on December
5, 2019. The Corporate Actions will be effective with the State of Nevada on December 4, 2019. The par value and other terms of
Company’s common stock were not affected by the Corporate Actions. The Company’s post-Corporate Actions common stock
new CUSIP number will be 640442 208.
A copy of the
Certificate is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release (the “Press
Release”) on December 4, 2019 regarding the Corporate Actions. The information included in the Press Release shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: December 4, 2019
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Nemaura Medical, Inc.
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By:
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/s/ Dewan F. H. Chowdhury
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Name:
Title:
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Dewan F. H. Chowdhury
Chief
Executive Officer
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