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): October 19, 2017 (October
18, 2017)
MEDOVEX CORP.
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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001-36763
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46-3312262
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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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3060 Royal Blvd South, Suite 150
Alpharetta, Georgia
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30022
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (844) 633-6839
(Former
name or former address, if changed since last report)
Copies
to:
Harvey J. Kesner, Esq.
Arthur S. Marcus, Esq.
Sichenzia Ross Ference Kesner LLP
1185 Avenue of the Americas, 37th Fol.
New York, New York 10036
Telephone: (212) 930-9700
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))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter). Emerging growth
company□
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange
Act. □
Item 5.07.
Submission of Matters to a Vote of Security
Holders.
On October 18, 2017, Medovex Corp., a
Nevada corporation (the “Company”) held its annual
meeting of shareholders (the “Meeting”). A total of
11,389,212 shares of common stock, constituting a quorum, were
present and accounted for at the Meeting. At the Meeting, the
Company’s stockholders approved the following
proposals:
(i) The
election of the ten directors to serve until the Company’s
next annual meeting and until their successors have been elected
and qualified.
Director nominees
were re-elected or elected and the votes cast were as
follows:
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Director
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For
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Withheld
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Broker non-votes
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Major General C.A.
“Lou” Hennies
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6,288,065
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630,945
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4,470,202
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James R. Andrews,
M.D.
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6,875,006
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44,004
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4,470,202
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Scott M.W. Haufe,
M.D.
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6,868,922
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50,088
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4,470,202
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Ron
Lawson
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6,288,270
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630,740
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4,470,202
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Randal R. Betz,
M.D.
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6,873,006
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46,004
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4,470,202
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John C. Thomas,
Jr.
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6,871,553
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47,457
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4,470,202
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Jon Mogford,
PH.D.
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6,875,182
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43,828
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4,470,202
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Larry
Papasan
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6,869,172
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49,838
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4,470,202
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Jarrett
Gorlin
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6,864,599
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54,411
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4,470,202
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Jesse
Crowne
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6,877,506
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41,504
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4,470,202
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(ii)
The ratification of the retention of Frazier & Deeter LLC as
the Company's independent registered certified public accounting
firm for the fiscal year ending December 31, 2017.
The
retention of Frazier & Deeter LLC was ratified and the votes
were cast as follows:
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For
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Against
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Abstain
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Broker non-votes
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11,295,345
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3,229
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90,638
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-
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(iii)
In accordance with NASDAQ Marketplace Rule 5635(c), the approval of
an amendment to the Company’s 2013 Stock Incentive Plan (the
“Plan”) to increase the authorized number of shares of
common stock that may be issued under the Plan by 1,000,000 shares
of common stock.
The
potential issuance was approved and the votes were cast as
follows:
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For
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Against
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Abstain
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Broker non-votes
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6,598,333
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277,752
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42,925
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4,470,202
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(iv) In
accordance with NASDAQ Marketplace Rule 5635(d), the potential
issuance of the Company’s securities in one or more
non-public offerings, where the maximum discount at which
securities will be offered will be equivalent to a discount of 25%
below the market price of the Company’s common
stock.
The
potential issuance was approved and the votes were cast as
follows:
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For
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Against
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Abstain
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Broker non-votes
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6,204,527
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670,900
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43,583
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4,470,202
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(v) In
accordance with NASDAQ Marketplace Rule 5635(c), the approval of
issuance of the Company’s securities in one or more
non-public offerings to the Company’s officers and/or
directors or their affiliates, where the maximum discount at which
securities will be offered will be equivalent to a discount of 15%
below the market price of the Company’s common
stock.
The
potential issuance was approved and the votes were cast as
follows:
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For
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Against
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Abstain
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Broker non-votes
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6,448,330
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449,850
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20,830
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4,470,202
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(vi) In
accordance with NASDAQ Marketplace Rule 5635(b), the approval of
any change of control that could result from the potential issuance
of securities in the non-public offerings following approval of
Proposal 4 or Proposal 5.
The
potential change of control was approved as the votes were cast as
follows:
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For
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Against
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Abstain
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Broker non-votes
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6,546,566
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342,170
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30,274
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4,470,202
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(vii)
In accordance with NASDAQ Marketplace Rule 5635(c), the approval to
allow officers, directors and employees of the Company to
participate in the below market offerings approved pursuant to
Proposal 4.
The
approval of officers, directors and employees to participate in the
below market offering pursuant to Proposal 4 was approved as the
votes were cast as follows
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For
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Against
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Abstain
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Broker non-votes
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6,644,507
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242,128
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32,375
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4,470,202
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As of
the record date for the Meeting, 20,922,634 shares of common stock
were issued and outstanding.
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 thereunto duly authorized.
Date: October 19, 2017
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MEDOVEX, CORP.
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By:
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/s/
Jarrett Gorlin
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Name:
Jarrett Gorlin
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Title:
Chief Executive Officer
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