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 15, 2012
THERAPEUTIC SOLUTIONS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
|
Nevada |
333-147560 |
45-1226465 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
4093 Oceanside Boulevard, Suite B, Oceanside, CA 92056
(Address of principal executive offices) (Zip Code)
(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))
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Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 15, 2012, we filed with the Nevada Secretary of State a Certificate of Amendment to Articles of Incorporation to effect an amendment (the “Amendment”) changing the number of authorized shares of our common stock to 699,999,999 (and changing the total number of authorized shares of stock to 704,999,999).
On September 26, 2012, our Board of Directors amended Article II, Section 10 of our Bylaws to allow approval of the Amendment (but not any other matter or at any other time, even if analogous to such approval and such transactions) to be considered and acted upon by our stockholders by way of nonunanimous majority written consent action. Previously, Article II, Section 10 had effectively prohibited all stockholders nonunanimous written consent actions.
Item 5.07
Submission of Matters to a Vote of Security Holders.
On October 15, 2012, our stockholders acted by way of nonunanimous majority written consent action (pursuant to a solicitation of consents commenced on October 11, 2012, and in lieu of a special meeting of stockholders) to approve the Amendment. The number of shares giving written consent (i.e., voting) in favor of such matter was 285,173,333 (93.4%); no shares were overtly “voted against” the Amendment; and 20,285,000 shares did not participate in the nonunanimous majority written consent action (6.6%).
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are attached to this Current Report on Form 8-K:
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Exhibit No. |
Description |
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3.1 |
Certificate of Amendment to Articles of Incorporation, filed October 15, 2012 |
|
3.2 |
Bylaws amendment adopted September 26, 2012 |
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.
Date:
October 17, 2012
THERAPEUTIC SOLUTIONS INTERNATIONAL, INC.
By: /s/ Tim G. Dixon
Name: Tim G. Dixon
Title: Chief Executive Officer and President
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EXHIBIT INDEX
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Exhibit No. |
|
Description |
|
|
|
|
|
3.1 |
|
Certificate of Amendment to Articles of Incorporation, filed October 15, 2012 |
|
|
|
|
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3.2 |
|
Bylaws amendment adopted September 26, 2012 |
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Exhibit 3.1
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 – After Issuance of Stock)
1.
Name of corporation: Therapeutic Solutions International, Inc.
2.
The articles have been amended as follows:
Article 4 is amended to read in full as follows:
The aggregate number of shares which the corporation shall have authority to issue shall consist of 699,999,999 shares of Common Stock having a $.001 par value per share, and 5,000,000 shares of Preferred Stock having a $.001 par value per share. The Common and/or Preferred Stock of the Company may be issued for such consideration as may be fixed from time to time by the Board of Directors. The Board of Directors may issue such shares of Preferred Stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions of the Board of Directors establishing the series.
3.
The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: majority.
4.
Effective date and time of filing: (optional)
Date: __/__/__
Time: ______
5.
Signature: (required)
/s/ Tim G. Dixon
Exhibit 3.2
On September 26, 2012, the following resolution was adopted by the Board of Directors of Therapeutic Solutions International, Inc:
RESOLVED FURTHER, that the Board hereby amends Article II, Section 10 of the Company’s Bylaws to allow the proposal to approve the Amendment [a particular proposed amendment of Article 4 of the Articles of Incorporation of Therapeutic Solutions International, Inc.] (but not any other matter, even if analogous to the proposal to approve the Amendment) to be acted upon by the Company’s shareholders by way of nonunanimous majority written consent action.