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): April 12, 2016
OxySure Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-54137 | 71-0960725 | ||
| (State
or other jurisdiction of incorporation or organization) |
(Commission file number) | (IRS
Employer Identification No.) |
10880
John W. Elliott Drive, Suite 600
Frisco, TX 75033
(Address of Principal Executive Offices)
(972)
294-6450
(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 (see General Instruction A.2. below):
☐ Written communication 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.
On April 6, 2016, OxySure Therapeutics, Inc. (the “Company” or “OxySure”) filed an as corrected amendment to Article Four of the Company’s Articles of Incorporation with the Secretary of State in Delaware. Pursuant to the certificate of amendment (the “Reverse Split Certificate of Amendment”), the Company effected a reverse split at a ratio of 1-for-50. The Reverse Split Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
In addition, the Company filed an as corrected amendment to Section 4.01 of Article Four of the Company’s Articles of Incorporation. Pursuant to the certificate of amendment (“Share Change Certificate of Amendment”) the Company increased the authorized shares of the Company’s common stock, par value $0.0004 per share (“Common Stock”) to 500,000,000 shares. The Share Change Certificate of Amendment is attached hereto as Exhibit 3.2 and incorporated herein by reference. No other amendments were made to the Company’s Articles of Incorporation.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | As corrected Certificate of Amendment, filed April 6, 2016, to the Company’s Articles of Incorporation | |
| 3.2 | As corrected Certificate of Amendment, filed April 4, 2016, to the Company’s Articles of Incorporation |
| 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.
| Date: April 12, 2016 | OxySure Therapeutics, Inc. | |
| By: | /s/ Julian T. Ross | |
| Name: | Julian T. Ross | |
| Title: | Chairman, Chief Executive Officer, President, and Chief Financial Officer | |
3
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
OXYSURE THERAPEUTICS, INC.
OxySure Therapeutics, Inc. (the “Company”), organized and existing under and by virtue of the Delaware General Corporation Law, does hereby certify:
FIRST: That the Board of Directors (the “Board”) of the Company adopted a proposed amendment to the Company’s Articles of Incorporation to effect a reverse stock split, declaring said amendment to be advisable.
The proposed amendment reads as follows:
Article IV is hereby amended by adding the following paragraph to the end of Section 4.01:
Upon the effectiveness (the “Effective Time”) of this Certificate of Amendment to the Articles of Incorporation of the Corporation, each share of Common Stock issued and outstanding immediately prior to the Effective Time will be automatically combined and converted into that fraction of a share of Common Stock of the Corporation as has been determined by the board of directors in its sole discretion within the range of 1-for-2 and 1-for-100 shares (the “Reverse Split”). Notwithstanding the foregoing, no fractional shares shall be issued in connection with the Reverse Split. Shares shall be rounded up to the nearest whole share. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the rounding up of any fractional share interests as described above.
SECOND: That, pursuant to a resolution of its Board of Directors, a special meeting of the stockholders of OxySure Therapeutics, Inc. was duly called and held upon notice in accordance with Section 222 of the Delaware General Corporation Law, at which meeting the necessary number of shares as required by statute were voted in favor of granting the Board of Directors the authority to amend the Articles of Incorporation to provide for a reverse stock split and the Board of Directors subsequently approved a ratio of 1-for-50.
THIRD: That this amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the Company has caused this certificate to be signed this 6th day of April, 2016.
| By: | /s/ Julian T. Ross | |
| Name: | Julian T. Ross | |
| Title: | CEO |
Exhibit 3.2
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
OXYSURE THERAPEUTICS, INC.
OxySure Therapeutics, Inc. (the “Company”), organized and existing under and by virtue of the Delaware General Corporation Law, does hereby certify:
FIRST: That the Board of Directors (the “Board”) of the Company adopted a proposed amendment to the Company’s Articles of Incorporation to increase the authorized shares of the Company’s Common Stock, par value $0.0004 per share (“Common Stock”), declaring said amendment to be advisable.
The proposed amendment reads as follows:
Article IV is hereby amended by striking the first paragraph of Section 4.01 in its entirety and replacing it with the following:
Section 4.01 Number and Class. The amount of the total authorized capital stock of this corporation is Five Hundred Twenty Five Million (525,000,000) shares of which Five Hundred Million (500,000,000) shall be designated Common Stock with a par value (0.0004) and Twenty Five Million (25,000,000) shall be designated as Preferred Stock with a par value (0.0005). The stock may be issued from time to time without action by the stockholders. The stock may be issued for such consideration as may be fixed from time to time by the Board of Directors.
SECOND: That, pursuant to a resolution of its Board of Directors, a special meeting of the stockholders of OxySure Therapeutics, Inc. was duly called and held upon notice and in accordance with Section 222 of the Delaware General Corporation Law, at which meeting the necessary number of shares as required by statute were voted in favor of granting the Board of Directors the authority to amend the Articles of Incorporation to provide for an increase in the number of authorized shares of the Company’s Common Stock.
THIRD: That this amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the Company has caused this certificate to be signed this 4th day of April, 2016.
| By: | /s/ Julian T. Ross | |
| Name: | Julian T. Ross | |
| Title: | CEO |