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) December 4, 2014
OCULUS INNOVATIVE SCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33216 | 68-0423298 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 1129 N. McDowell Blvd, Petaluma, CA | 94954 | |
| (Address of principal executive offices) | (Zip Code) |
(707) 283-0550
(Registrant’s telephone number, including area code)
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 ( see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 Bylaws, Change in Fiscal Year.
On December 4, 2014, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware in order to effect an increase of the total number of shares of the Company’s common stock the Company is authorized to issue to 30,000,000.
As disclosed in further detail under Item 5.07 below, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation, as amended to effect the authorized share increase.
The authorized share increase became effective on December 4, 2014. The Certificate of Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and its terms are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Special Meeting of Stockholders of the Company was held on December 4, 2014. Proxies were solicited pursuant to the Company’s definitive proxy statement filed on November 7, 2014 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934.
The number of shares of the Company’s common stock entitled to vote at the Special Meeting was 8,585,302. The number of shares of common stock present or represented by valid proxy at the Special Meeting was 6,272,737. Each share of common stock was entitled to one vote with respect to matters submitted to the Company’s stockholders at the Special Meeting.
At the Special Meeting, the Company’s stockholders were asked to approve an amendment to the Company’s Restated Certificate of Incorporation, as amended, to increase the number of authorized common stock, $0.0001 par value per share, to a total number of 30,000,000 shares.
Proposal No. 1 – To approve an amendment to the Company’s Restated Certificate of Incorporation, as amended, to increase the number of authorized common stock, $0.0001 par value per share, to a total number of 30,000,000 shares of common stock.
The Proposal No. 1 was approved. The voting results for Proposal No. 1 were as follows:
| FOR | AGAINST | ABSTAIN |
| 5,209,001 | 964,065 | 99,671 |
Item 9.01. Financial Statements and Exhibits.
| 3.1 | Certificate of Amendment of Restated Certificate of Incorporation of Oculus Innovative Sciences, Inc., as amended. |
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.
|
Oculus Innovative Sciences, Inc.
(Registrant) |
||
| Date: December 8, 2014 | By: | /s/ Robert Miller |
|
Name:
Title: |
Robert Milller
Chief Financial Officer |
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED
OF
OCULUS INNOVATIVE SCIENCES, INC.
Oculus Innovative Sciences, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ Corporation ”) does hereby certify that:
FIRST : The Original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on November 20, 2006 under the name OIS Reincorporation Sub, Inc. On December 15, 2006, the Corporation filed with the Secretary of State of the State of Delaware a Certificate of Merger pursuant to with Oculus Innovative Sciences, Inc., a California Corporation, merged with and into the Corporation with the Corporation surviving such merger. On January 30, 2007, the Corporation filed the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The Restated Certificate of Incorporation was amended by filing a certificate of Amendment on October 22, 2008 and on March 22, 2013.
SECOND : That the Board of Directors of the Corporation duly adopted resolutions setting forth a proposed amendment of the Corporation’s Restated Certificate of Incorporation, as amended, declaring said amendment to be advisable and calling a meeting of the stockholders of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED , that Subsection A of Article FOURTH of the Restated Certificate of Incorporation, as amended, of this Corporation be hereby amended to replace Subsection A in its entirety and to read:
| A. | Authorized Stock . The Corporation is authorized to issue two classes of stock to be designated respectively Preferred Stock (“ Preferred Stock ”) and Common Stock (“ Common Stock ”). Effective December 4, 2014, the total number of shares of all classes of capital stock the Corporation shall have authority to issue is thirty million seven hundred fourteen thousand two hundred eighty six (30,714,286). The total number of shares of Preferred Stock the Corporation shall have the authority to issue is seven hundred fourteen thousand two hundred eighty six (714,286). The total number of shares of Common Stock the Corporation shall have the authority to issue is thirty million (30,000,000). The Preferred Stock and the Common Stock each shall have a par value of one one-hundredth of one cent ($0.0001) per share. The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the then outstanding shares of Common Stock, without a vote of the holders of Preferred Stock, or of any series thereof, unless a vote of any such holders of Preferred Stock is required pursuant to the provisions established by the Board of Directors of the Corporation (the “ Board of Directors ”) in the resolution or resolutions providing for the issue of such Preferred Stock, and if such holders of such Preferred Stock are so entitled to vote thereon, then, except as may otherwise be set forth in this Restated Certificate of Incorporation, the only stockholder approval required shall be the affirmative vote of a majority of the combined voting power of the Common Stock and the Preferred Stock so entitled to vote. |
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Effective 5:00 pm Eastern Time on March 29, 2013 (such time, on such date, the “ Effective Time ”), the Company, the Corporation effected a one-for-seven reverse split whereby each seven (7) shares of the Corporation’s Common Stock, $0.0001 par value per share, issued and outstanding immediately prior to the Effective Time (the “ Old Common Stock ”) was automatically, without further action on the part of the Corporation or any holder of Old Common Stock, was reclassified, combined, converted and changed into on (1) fully paid and nonassessable share of common stock, $0.0001 par value per share (the “ New Common Stock ”), subject to the treatment of fractional interests as described below. The conversion of the Old Common Stock into New Common Stock will be deemed to have occurred at the Effective Time. At the Effective Time, the number of authorized shares of the Corporation’s Preferred Stock and Common Stock was proportionally decreased by a ratio of 1:7; From and after the Effective Time, certificates representing the Old Common Stock shall represent the number of shares of New Common Stock into which such Old Common Stock shall have been converted pursuant to the reverse split. No fractional shares were issued and all fractional shares that would have resulted from the reverse split were rounded up to the nearest whole share of New Common Stock.
THIRD : That thereafter, pursuant to resolution of the Corporation’s Board of Directors, a special meeting of the shareholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware on December 4, 2014, at which the necessary number of shares as required by statute were voted in favor of the amendment.
FOURTH : That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
In WITNESS WHEREOF , Oculus Innovative Sciences, Inc. has caused this Certificate to be signed by its duly authorized officer this 4 th day of December, 2014.
OCULUS INNOVATIVE SCIENCES, INC.
By: /s/ Jim Schutz
Jim
Schutz
President and Chief Executive Officer
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