Attached files
| file | filename |
|---|---|
| EX-3.1 - EXHIBIT 3.1 - RESPONSE GENETICS INC | v383790_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): July 10, 2014
RESPONSE GENETICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-33509 | 11-3525548 |
| (State or other | (Commission File | (IRS Employer |
| jurisdiction of | Number) | Identification No.) |
| incorporation) |
1640 Marengo St., 7th Floor
Los Angeles, California 90033
(323) 224-3900
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Not Applicable
(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:
| ¨ | 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 By-Laws; Change in Fiscal Year.
At the annual meeting of stockholders of Response Genetics, Inc. (the “Company”) held on July 10, 2014, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock, par value $0.01 per share, from 50 million to 70 million shares. The approved Certificate of Amendment to the Certificate of Incorporation of the Company, as amended, (the “Certificate of Amendment”) was filed with the Secretary of State of the State of Delaware on July 11, 2014 and was effective upon filing. A copy of the Certificate of Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit # | Description |
| 3.1 |
Certificate of Amendment to the Certificate of Incorporation, as amended, of Response Genetics, Inc., dated July 11, 2014. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RESPONSE GENETICS, INC. | ||
| Date: July 15, 2014 | By: | /s/ Adanech Getachew |
| Name: Adanech Getachew Title: General Counsel | ||