Attached files
| file | filename |
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| EX-3.1 - BIOMODA INC/NM | ex3-1.htm |
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 16, 2011
BIOMODA, INC.
(Exact name of registrant as specified in its charter)
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New Mexico
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333-90738
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85-0392345
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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609 Broadway NE #215, Albuquerque, New Mexico 87102
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (505) 821-0875
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
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 16, 2011, Biomoda, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”), at which the Company’s stockholders approved three proposals. The proposals are described in detail in its proxy statement mailed to shareholders on September 2, 2011.
Proposal 1
The Company’s stockholders elected four individuals to the Board of Directors as set forth below:
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Name
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Votes
For
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Votes
Withheld
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Broker
Non-Votes
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|||
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John J. Cousins
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162,513,010
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656,872
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0
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Maria Zannes
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162,800,016
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369,866
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0
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Lewis White
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162,619,007
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550,875
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0
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David Lambros
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162,619,007
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550,875
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0
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Proposal 2
The Company’s stockholders approved an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 150 million to 700 million, as set forth below:
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Votes
For
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Votes
Against
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Abstentions
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|||
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161,748,983
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1,400,899
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20,000
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Proposal 3
The Company’s stockholders ratified the appointment of GBH CPAs, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011, as set forth below:
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Votes
For
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Votes
Against
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Abstentions
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|||
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162,747,239
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232,250
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190,393
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On September 19, 2011, the Company amended its Articles of Incorporation, as amended, to increase the number of authorized shares of its common stock, no par value per share, to 700,000,000 shares by filing Articles of Amendment to the Articles of Incorporation (the “Articles of Amendment”) with the New Mexico Public Regulatory Commission to effectuate such amendment. The Articles of Amendment are attached to this Form 8-K as Exhibit 3.1 and incorporated by reference. The Articles of Amendment was authorized by the Board of Directors and was approved by a majority of the stockholders of the Company as described
above.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit Number
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Description
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3.1
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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.
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BIOMODA, INC.
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Date: September 20, 2011
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By:
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/s/ John J. Cousins
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John J. Cousins
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President
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