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EX-3.3 - EXHIBIT 3.3 - Howard Bancorp Inca51497453ex3_3.htm

UNITED STATES
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): January 23, 2017
 
Howard Bancorp, Inc.
(Exact name of registrant as specified in charter)
 
Maryland
 
001-35489
 
20-3735949
(State or other jurisdiction
of incorporation)
 
(Commission File
Number)
 
(IRS Employer
Identification No.)
 
 
 
 
 
6011 University Boulevard, Suite 370, Ellicott City, Maryland
 
21043
(Address of principal executive offices)
 
(Zip Code)
 
Registrant's telephone number, including area code (410) 750-0020
 
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))

 


Section 5 – Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 23, 2017, Howard Bancorp, Inc. (the "Company") filed with the Maryland State Department of Assessments and Taxation, Articles of Amendment ("Articles of Amendment") increasing the aggregate number of shares of common stock the Company is authorized to issue from 10,000,000 shares to 20,000,000 shares.

The Board of Directors of the Company (the "Board") approved the Articles of Amendment on January 19, 2017.  The Company's Articles of Incorporation, in accordance with Maryland law, authorize the Board to increase the number of authorized shares of the Company's stock that the Company has the authority to issue without action by the Company's stockholders.

The Articles of Amendment increase the total authorized capital stock of the Company from fifteen million shares, consisting of ten million shares of common stock, with a par value of $0.01 per share, and five million shares of preferred stock, with a par value of $0.01 per share, to twenty five million shares, consisting of twenty million shares of common stock, with a par value of $0.01 per share, and five million shares of preferred stock, with a par value of $0.01 per share.

A copy of the Articles of Amendment, which became effective on the filing date of January 23, 2017, is attached hereto as an exhibit.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
3.3
Articles of Amendment of Howard Bancorp, Inc. filed with the Maryland State Department of Assessments and Taxation on January 23, 2017




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.
 
 
HOWARD BANCORP, INC.
 
 
 
Dated:  January 24, 2017
 
 
 
 
 
 
By:
/s/  George C. Coffman
 
 
 
 
George C. Coffman
 
 
 
Executive Vice President and
Chief Financial Officer
 
 
 
 
 

 

 
EXHIBIT INDEX
 
Exhibit Number
Description
 
 
3.3
Articles of Amendment of Howard Bancorp, Inc. filed with the Maryland State Department of Assessments and Taxation on January 23, 2017