Attached files
| file | filename |
|---|---|
| EX-3.7 - CORETEC GROUP INC. | v206371_ex3-7.htm |
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): December 21, 2010
3DIcon
Corporation
(Exact
name of registrant as specified in charter)
|
Oklahoma
(State
or other jurisdiction of incorporation)
|
333-
143761
(Commission
File
Number)
|
73-1479206
(IRS
Employer Identification
No.)
|
|
6804
South Canton Avenue, Suite 150
Tulsa,
OK
(Address
of principal executive offices)
|
74136
(Zip
Code)
|
Registrant’s
telephone number, including area code: (918) 494-0505
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):
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
ITEM
5.03
|
AMENDMENT TO
ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
|
On
November 19, 2010, subject to stockholder approval, the Board of Directors of
3DIcon Corporation (the “Company”) authorized an amendment to the Company’s
Certificate of Incorporation in order to (i) increase the authorized shares of
the Company’s common stock from 750,000,000 shares, par value $0.0002 to
1,500,000,000 shares, par value $0.0002 (the “Increase in Authorized”), (ii)
effect a reverse split of the Company’s common stock in a ratio in the range
between 1 for 10 and 1 for 25, as will be selected by the Company’s Board of
Directors (the “Reverse Split”), and (ii) create a series of “blank check”
preferred stock consisting of 25,000,000 shares, par value $0.0002 (the “Blank
Check Preferred”). If the Board of Directors elects to implement the
Reverse Split at one of the approved ratios, it is authorized to do so until
June 1, 2011.
On
December 20, 2010, the shareholders of the Company approved the Increase in
Authorized, the Reverse Split and the creation of the Blank Check
Preferred. On December 21, 2010, the Company filed an Amended
Certificate of Incorporation, pursuant to which it increased its authorized
shares of common stock from 750,000,000 shares of common stock, par value
$0.0002 per share to 1,525,000,000 shares consisting of 1,500,000,000 shares of
common stock, par value $0.0002 per share and 25,000,000 shares of “blank check”
preferred stock, par value $0.0002. The Board of Directors, in its sole
discretion, may elect to implement the Reverse Split at one of the approved
ratios until June 1, 2011.
|
ITEM
9.01
|
FINANCIAL
STATEMENTS AND EXHIBITS
|
|
(a)
|
Financial
Statements of Business Acquired
|
Not
Applicable
|
(b)
|
Pro
Forma Financial Information
|
Not
Applicable
|
(c)
|
Shell
Company Transactions
|
Not
Applicable
|
(d)
|
Exhibits
|
|
3.7
|
Amended
Certificate 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: December 22, 2010 | 3DIcon Corporation | ||
| (Registrant) | |||
|
|
By:
|
/s/ Martin Keating | |
| Name: | Martin Keating | ||
| Position: | Chief Executive Officer | ||
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3.7 - Amended
Certificate of Incorporation
4