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) July 18, 2013
OphthaliX Inc.
(Exact Name of Registrant as Specified in its Charter)
|
Delaware |
000-52545 |
88-0445169 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
10 Bareket Street, Petach Tikva, Israel |
4951778 |
|
(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including area code: +(972) 3-9241114
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
.
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
.
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
.
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure set forth in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.
Item 5.07
Submission of Matters to a Vote of Security Holders.
On July 18, 2013, our majority stockholder acted by way of majority written consent action (pursuant to a solicitation of consents commenced on July 16, 2013, and in lieu of a special meeting of stockholders) to approve the reverse stock split of one share for each four and one-half shares outstanding (1:4.5) (the “ Reverse Split ”) approved and authorized by Board of Directors on July 15, 2013. It is anticipated that the Reverse Split will become effective on August 6, 2013 following the filing of the Certificate of Amendment with the Delaware Secretary of State. A copy of the Certificate of Amendment is included as an exhibit to this report.
The Company is no longer soliciting votes pertaining to the item above.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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3.1 |
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Certificate of Amendment |
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.
OphthaliX Inc.
Date: July 18, 2013
By: /s/ Barak Singer
Barak Singer, Chief Executive Officer
2
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
OPHTHALIX INC.
(A Delaware Corporation)
OPHTHALIX INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, (the “Corporation”), in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: By a special meeting of the Board of Directors duly held and consent of the majority stockholders of the Corporation, resolutions were duly adopted amending Section 3.1 of Article III of the Certificate of Incorporation for OphthaliX Inc. The resolution summarizing the proposed amendment is as follows:
RESOLVED, the majority stockholder and the Board of Directors believe it is in the best interest of the Corporation to amend the Corporation’s Certificate of Incorporation to reflect the outstanding shares of Common Stock of the Company be reverse split at the rate of one share for each four and one-half shares outstanding effective the close of business on August 6, 2013, with fractional shares rounded up to the nearest whole share.
SECOND: That upon the effectiveness of this Certificate of Amendment, Section 3.1 of Article III of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety such that, as amended, said section shall read in its entirety as follows:
3.1
Authorized Shares.
(i)
The total number of shares of stock which the corporation shall have authority to issue is 100,000,000 shares of Common Stock, par value $.001 per share, and 1,000,000 shares of preferred stock, par value $.001 per share.
(ii)
Reverse Stock Split. Effective the close of business on August 6, 2013, the outstanding shares of Common Stock of the Company shall be reverse split at the rate of one share for each four and one-half shares outstanding with fractional shares rounded up to the nearest whole share.
THIRD: That thereafter, pursuant to resolution of its Board of Directors and written consent of the majority stockholder, the amendment was properly approved in accordance with Delaware law.
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.
FIFTH: This amendment shall become effective on August 6, 2013.
IN WITHNESS WHEREOF, said Corporation has caused this certificate to be signed by its Chief Executive Officer this 18th day of July, 2013.
OPHTHALIX INC.
By: /s/ Barak Singer
Barak Singer, Chief Executive Officer