Current Report Filing (8-k)
February 28 2020 - 11:13AM
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
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): February 26, 2020
SIGMA
LABS, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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001-38015
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27-1865814
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(State
or other jurisdiction
of
incorporation or organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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3900
Paseo del Sol
Santa
Fe, New Mexico 87507
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (505) 438-2576
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 (see General Instruction A.2. below):
[ ]
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Written
communications 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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[ ]
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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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[ ]
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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:
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, par value $0.001 per share
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SGLB
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The
NASDAQ Stock Market LLC
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Warrants
to Purchase Common Stock, par value $0.001 per share
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SGLBW
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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 (§ 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
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change of Fiscal Year.
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On
February 26, 2020, Sigma Labs, Inc. (the “Company”)
filed a Certificate of Change to its amended and restated articles of incorporation with the Nevada Secretary of State.
This filing effected a 1-for-10 reverse stock split (the “Reverse Split”) of the Company’s Common Stock and
a corresponding decrease in the number of shares of the Company’s Common Stock that the Company is authorized to issue,
effective as of 11:59 pm on February 27, 2020. The Reverse Split combined each ten shares of the Company’s issued and outstanding
Common Stock into one share of Common Stock. No fractional shares were issued in connection with the Reverse Split, and any fractional
shares resulting from the Reverse Split were rounded up to the nearest whole share. All stock options, warrants, shares issuable
upon conversion of the Company’s preferred stock and stock awards of the Company outstanding immediately prior to the Reverse
Split will be adjusted in accordance with their terms.
The
Certificate of Change is filed as Exhibit 3.1 hereto and is incorporated by reference into this Item 5.03.
On
February 27, 2020, the Company issued a press release with respect to the Reverse Split. A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Item
9.01
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Financial
Statements and Exhibits.
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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.
Date:
February 28, 2020
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SIGMA
LABS, INC.
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By:
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/s/
John Rice
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Name:
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John
Rice
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Title:
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President
and Chief Executive Officer
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