Current Report Filing (8-k)
September 29 2015 - 4:47PM
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 25, 2015
INFINITY
ENERGY RESOURCES, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
0-17204 |
|
20-3126427 |
(State
or other jurisdiction |
|
(Commission
|
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
11900
College Blvd., Suite 310, Overland Park, KS 66210
(Address
of principal executive offices) (Zip Code)
(913)
948-9512
(Registrant’s
telephone number, including area code)
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 (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)) |
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
discussed below under Item 5.07, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Infinity Energy Resources,
Inc. (the “Company”) held on September 25, 2015, the stockholders approved an amendment to the Company’s Certificate
of Incorporation to effect a reverse split of its outstanding shares of common stock, par value $0.0001 per share, by a ratio
in the range of 1-for-8 and 1-for-11, as determined in the sole discretion of the Board of Directors. After such determination
by the Board of Directors, the Company will file an amendment to its Certificate of Incorporation to effect the reverse split
of its common stock. The amendment to the Certificate of Incorporation will become effective upon filing with, and acceptance
for record by, the Secretary of State of Delaware.
Item
5.07 Submission of Matters to a Vote of Security Holders.
At
the Company’s Annual Meeting there were 15,808,181 shares of common stock represented in person or by proxy, constituting
58.8% of the outstanding shares on July 28, 2015, the record date for the Annual Meeting, and establishing a quorum. The matters
voted upon at the Annual Meeting and the final results of such voting are set forth below.
Proposal
One: Election of Three Directors of the Company.
Name | |
Votes
For | | |
Votes
Against/ Withheld | | |
Abstain
| | |
Broker
Non-Votes | |
Stanton E. Ross | |
| 3,281,997 | | |
| 77,909 | | |
| | | |
| 12,448,275 | |
Leroy C. Richie | |
| 3,280,097 | | |
| 79,409 | | |
| | | |
| 12,448,275 | |
Daniel F. Hutchins | |
| 3,282,097 | | |
| 77,809 | | |
| | | |
| 12,448,275 | |
All
nominees were duly elected.
Proposal
Two: Amendment to Certificate of Incorporation. To approve an amendment to the Company’s Certificate
of Incorporation to effect a reverse split of its outstanding shares of common stock, par value $0.0001 per share, by a ratio
in the range of 1-for-8 and 1-for-11, as determined in the sole discretion of its Board of Directors.
Votes
For | | |
Votes
Against/ Withheld | | |
Abstain
| | |
Broker
Non-Votes | |
| 12,906,998 | | |
| 2,789,984 | | |
| 111,195 | | |
| - | |
The
proposal was approved.
Proposal
Three: Approval of the 2015 Stock Option Plan and Restricted Stock Plan. To approve the 2015 Stock Option
and Restricted Stock Plan and reserve 5,000,000 shares for issuance under the Plan.
Votes
For | | |
Votes
Against/ Withheld | | |
Abstain
| | |
Broker
Non-Votes | |
| 2,562,362 | | |
| 729,232 | | |
| 68,312 | | |
| 12,448,275 | |
The
proposal was approved.
Proposal
Four: Ratification of RBSM LLP Appointment. Ratification of the appointment of RBSM LLP as the independent
registered accounting firm of the Company for the year ending December 31, 2015.
Votes
For | | |
Votes
Against/ Withheld | | |
Abstain
| |
| 15,650,908 | | |
| 60,445 | | |
| 96,838 | |
The
selection of RBSM LLP as the independent registered accounting firm was ratified.
The
information contained in this current report shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that section,
nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such a filing.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits.
None.
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.
|
INFINITY
ENERGY RESOURCES, INC. |
|
|
|
Date: September
29, 2015 |
By: |
/s/
STANTON E. ROSS |
|
Name: |
Stanton E. Ross |
|
Title: |
Chairman, President
and Chief Executive Officer |
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