Current Report Filing (8-k)

Date : 01/03/2019 @ 7:07PM
Source : Edgar (US Regulatory)
Stock : Flexpoint Sensor Systems, Inc. (PC) (FLXT)
Quote : 0.099  0.0036 (3.77%) @ 10:00PM

Current Report Filing (8-k)





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


January 3, 2019

Date of Report

(Date of earliest event reported)



FLEXPOINT SENSOR SYSTEMS, INC.

(Exact name of registrant as specified in its charter)


Delaware

(State or other jurisdiction

of incorporation)

000-54892

(Commission File Number)


87-0620425

(IRS Employer

Identification No.)


        106 West Business Park Drive, Draper, Utah                 84020

       ( Address of principal executive offices)                               (Zip code)


           Registrant’s telephone number, including area code:   801-568-5111



[   ]   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))


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. [   ]



1




SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

  

ITEM 5.07  Submission of Matters to a Vote of Security Holders


Flexpoint Sensor Systems, Inc. (the “Company”) conducted an annual shareholders’ meeting on December 28, 2018, seeking approval from the Company’s shareholders to:  


Amend Flexpoint’s Certificate of Incorporation to effect an increase of the authorized common stock from One Hundred Million (100,000,000) to Two Hundred Million (200,000,000);


Amend Flexpoint’s Certificate of Incorporation to effect a Reverse Split of the Company’s issued and outstanding common stock by a ratio of 1-for-50; and


Elect two directors to our Board:  

John A. Sindt for a three-year term

Clark M. Mower for a two-year term.


As of the Record Date (November 16, 2018) the Company had 92,863,464 shares of common stock outstanding and entitled to vote.  Each share of common stock was entitled to one vote on each proposal listed above.   At the meeting conducted on December 28, 2018, a majority of the outstanding shares entitled to vote were present at the meeting or represented by proxy, establishing a quorum.  For a proposal to be adopted, more than 50% of the shares voting at the meeting needed to approve any proposal.


Standard Registrar & Transfer Company, Inc. acted as the inspector of the election and their representative counted and tabulated the votes.  As of the date of this Form 8-K, the vote tabulation has been completed and the following chart presents the results of the voting as of January 3, 2019.


The following table lists the number of votes cast for each proposal and for each director:


PROPOSAL

Votes For

Votes Against

Votes Withheld

Abstentions

Broker

Non-votes

Increase Authorized

74,888,540

13,591,577

 

43,044

1

Reverse Split

69,149,691

19,201,239

 

172,230

2

John A. Sindt

28,099,562

0

 

6,793,674

53,629,926

Clark M. Mower

30,448,467

0

 

4,444,769

53,629,926


The Company intends to initiate the procedures to complete a 1-for-50 reverse of the common stock pursuant to the regulations of the Financial Industry Regulatory Authority (“FINRA) and file a Certificate of Amendment to the Compan y’s Certificate of Incorporation to increase the authorized common stock and reverse the common stock as required by the State of Delaware.





2





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.


FLEXPOINT SENSOR SYSTEMS, INC.

Date:   January 3, 2019


/s/ Clark M. Mower

Clark M. Mower

President



3



Flexpoint Sensor Systems, Inc. (PC) (OTCBB:FLXT)
Historical Stock Chart

1 Year : From Oct 2018 to Oct 2019

Click Here for more Flexpoint Sensor Systems, Inc. (PC) Charts.

Flexpoint Sensor Systems, Inc. (PC) (OTCBB:FLXT)
Intraday Stock Chart

Today : Saturday 19 October 2019

Click Here for more Flexpoint Sensor Systems, Inc. (PC) Charts.

Latest FLXT Messages

{{bbMessage.M_Alias}} {{bbMessage.MSG_Date}} {{bbMessage.HowLongAgo}} {{bbMessage.MSG_ID}} {{bbMessage.MSG_Subject}}

Loading Messages....


No posts yet, be the first! No {{symbol}} Message Board. Create One! See More Posts on {{symbol}} Message Board See More Message Board Posts


Your Recent History
LSE
GKP
Gulf Keyst..
LSE
QPP
Quindell
FTSE
UKX
FTSE 100
LSE
IOF
Iofina
FX
GBPUSD
UK Sterlin..
Stocks you've viewed will appear in this box, letting you easily return to quotes you've seen previously.

Register now to create your own custom streaming stock watchlist.


NYSE, AMEX, and ASX quotes are delayed by at least 20 minutes.
All other quotes are delayed by at least 15 minutes unless otherwise stated.