SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): February 10, 2012

Commission File Number: 000-53750


 

PROTEONOMIX, INC.

(Name of Registrant in Its Charter)



Delaware

(State or Other Jurisdiction ofIncorporation or Organization)

13-3842844

(I.R.S. Employer Identification No.)

 

        145 Highview Terrace, Hawthorne, NJ                                    07506

       (Address of Principal Executive Offices)                              (Zip Code)


(973) 544-6116

(Issuers Telephone Number, Including Area Code)

N/A

 (Former name or former address, if changed since last report)

 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 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))

 


Section 5 Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 9, 2012, the directors of the Proteonomix, Inc. (Proteonomix or the Corporation) agreed to limit their conversions of their preferred stock into common to not more than one percent (1%) of the outstanding common stock per calendar quarter. At the present moment, the number of outstanding common shares is less than 8,000,000. This would thereby limit any officer or director to the conversion of less than 80,000 common shares in any three month period. There are presently four directors holding convertible preferred shares.

SIGNATURE

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.

PROTEONOMIX, INC.

Dated:  February 10, 2012

By:/s/Michael Cohen

Name:   Michael Cohen

  President