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):  January 22, 2016


GelTech Solutions, Inc.

(Exact name of registrant as specified in its charter)


Delaware

000-52993

56-2600575

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)


1460 Park Lane South, Suite 1

Jupiter, Florida 33458

(Address of Principal Executive Office) (Zip Code)


(561) 427-6144

(Registrant’s 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:

¨ 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 3.02 Unregistered Sales of Equity Securities.


On January 22, 2016, GelTech Solutions, Inc. (“GelTech”) extended all of the outstanding warrants (3,968,258) set to expire in 2016 by 12 months. The warrants have an average exercise price of $1.94 per share. Of the warrants extended, approximately 2.4 million are owned by GelTech’s president and a director. All of the warrants were issued without registration under the Securities Act of 1933 in reliance upon the exemption provided in Section 4(a)(2) and Rule 506(b) thereunder.


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On January 25, 2016, the Board of Directors of GelTech approved a change in the fiscal year end from June 30th to December 31st, effective immediately.  GelTech believes this change will provide numerous benefits, including aligning its reporting periods to be more consistent with the U.S. fire season and improving comparability between periods. GelTech anticipates reporting the July 1, 2015 to December 31, 2015 transition period on a Form 10-K.


Item 5.07 Submission of Matters to a Vote of Security Holders.


On January 22, 2016, GelTech held its 2016 annual shareholders’ meeting and the results of each of the proposals are listed below.


Proposal

 

For

 

Against

 

Withheld

 

Abstain

 

Broker
Non-Vote

(1)

To elect the following as directors:

    

                        

    

                        

    

                        

    

                        

    

                        

Peter Cordani

 

28,169,938

 

 

 

130,243

 

 

 

11,018,585

Michael Becker

 

27,435,302

 

 

 

864,879

 

 

 

11,018,585

David Gutmann

 

28,125,963

 

 

 

174,218

 

 

 

11,018,585

Leonard Mass

 

27,464,452

 

 

 

835,729

 

 

 

11,018,585

Phil O’Connell, JR.

 

27,462,802

 

 

 

837,379

 

 

 

11,018,585

Neil Reger

 

28,155,788

 

 

 

144,393

 

 

 

11,018,585

 

 

 

 

 

 

 

 

 

 

 

(2)

To increase the authorized shares of common stock to 150 million shares

 

37,113,246

 

2,194,629

 

 

 

10,891

 

 

 

 

 

 

 

 

 

 

 

 

 

(3)

To ratify the appointment of GelTech’s independent registered public accounting firm for Fiscal 2016.

 

39,107,955

 

   176,440

 

 

 

34,371

 

 


At the meeting there were 48,812,623 shares entitled to vote and 39,318,766 shares (80.55%) were represented in person or by proxy.  Immediately following the annual meeting, GelTech’s Board of Directors was comprised of all of the nominees listed above.  All of the proposals were approved.  





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.


 

GELTECH SOLUTIONS, INC.

 

 

 

 

 

January 26, 2016

By:  

/s/ Michael Hull

 

         

 

Michael Hull, Chief Financial Officer