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 1934

Date of Report (Date of earliest event reported): November 27, 2019

NEMAURA MEDICAL, INC.

(Exact name of registrant as specified in charter)

Nevada

(State or other jurisdiction of incorporation)

001-38355

 

46-5027260

(Commission File Number)   (IRS Employer Identification No.)
     

Advanced Technology Innovation Centre,

Loughborough University Science and Enterprise Parks,

5 Oakwood Drive,

Loughborough, Leicestershire

LE11 3QF

United Kingdom

N/A

(Address of principal executive offices) (Zip Code)
     
Registrant’s telephone number, including area code:  

00 44 1509 222912

                          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 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(b) under the Exchange Act (17 CFR 240.14a-12(b))

[_] 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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class
Trading Symbol(s) 		Name of each exchange on which registered
Common Stock NMRD The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On November 27, 2019, the Board of Directors (the “Board”) of Nemaura Medical, Inc., a Nevada corporation (the “Company”) approved (i) a reverse stock split of the Company’s issued and outstanding common stock, par value $0.001 per share on a one (1) for ten (10) basis (the “Reverse Stock Split”) and (ii) a decrease of the Company’s authorized number of shares of common stock on the same basis from 420,000,000 shares of common stock to 42,000,000 shares of common stock (the “Decrease in Authorized Securities” and the Reverse Stock Split and Decrease in Authorized Securities is referred to together herein as the “Corporate Actions”).

 

The Company filed a Certificate of Change (the “Certificate”) pursuant to Section 78.209 of the Nevada Revised Statutes with the Secretary of State of the State of Nevada on November 27, 2019, to effectuate the Corporate Actions.

 

The Corporate Actions are expected to be effective with the NASDAQ Capital Market (“NASDAQ”) at the open of business on December 5, 2019. The Corporate Actions will be effective with the State of Nevada on December 4, 2019. The par value and other terms of Company’s common stock were not affected by the Corporate Actions. The Company’s post-Corporate Actions common stock new CUSIP number will be 640442 208.

 

A copy of the Certificate is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated by reference herein.

 

Item 7.01. Regulation FD Disclosure.

 

The Company issued a press release (the “Press Release”) on December 4, 2019 regarding the Corporate Actions. The information included in the Press Release shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
3.1   Certificate of Change of the registrant.
99.1   Press Release of the registrant.

 

 

 

 

 

 
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 4, 2019 Nemaura Medical, Inc.
   
  By:  /s/ Dewan F. H. Chowdhury
 

Name:

Title:

Dewan F. H. Chowdhury
Chief Executive Officer

 

 

 

Exhibit 3.1

 

 

 

 

 

 

Exhibit 99.1

 

 

 

 

Nemaura Medical Announces 1 for 10 Reverse Split
Intended to Attract a Wider Universe of Institutional Investors

Loughborough, England – December 4, 2019 – Nemaura Medical, Inc. (NASDAQ: NMRD) (“Nemaura”), a medical technology company focused on the commercialization of SugarBEAT® as a non-invasive, affordable and flexible Continuous Glucose Monitor (CGM) for use by diabetics and pre-diabetics, today announced plans to conduct reverse stock split of the Company’s issued and outstanding common stock, par value $0.001 per share on a one 1 for 10 basis. The reverse split is expected to take effect at the market open on December 5, 2019. The new CUSIP number will be 640442208.

In accordance with the reverse split, each stockholder’s percentage ownership interest in Nemaura Medical remains unchanged. Any fractional shares resulting from the reverse stock split were rounded up to the nearest whole share of common stock. As a result, the number of outstanding shares of common stock are expected to be reduced from approximately 208.1 million to approximately 20.8 million outstanding shares and the authorized shares of common stock are expected to be reduced from 420.0 million to 42.0 million.

Dr. Faz Chowdhury, CEO of Nemaura commented, “Given the recent and exciting developments at the Company, including the commercial rollout launch of SugarBEAT® following CE approval, we decided to effect the reverse split at this time to ensure a share price that we believe will enable us to attract a broader universe of institutional investors. As the world’s first non-invasive, safe, needle-free CGM, SugarBEAT® is uniquely positioned to target the underserved $80 billion market for Type 2 diabetics and pre-diabetics. We are further encouraged by the outlook for the business based on positive feedback from key opinion leaders and end users. We look forward to providing additional updates as we execute on our commercial strategy.”

About Nemaura Medical, Inc.:

Nemaura Medical, Inc. (NASDAQ: NMRD), is a medical technology company commercializing SugarBEAT® as a non-invasive, affordable and flexible Continuous Glucose Monitor (CGM) designed to help people with diabetes and pre-diabetics better manage their glucose levels by spending more time in range. Insulin users can adjunctively use SugarBEAT® when calibrated by a finger stick reading. SugarBEAT® consists of a daily, disposable adhesive skin-patch connected to a small form factor rechargeable transmitter, connected via Bluetooth to a specially designed mobile application, which displays glucose readings at five-minute intervals throughout the day.

For more information visit:

www.NemauraMedical.com

www.SugarBEAT.com

Cautionary Statement Regarding Forward-Looking Statements:

The statements in this press release that are not historical facts, and may constitute forward-looking statements that are based on current expectations and are subject to risks and uncertainties that could cause actual future results to differ materially from those expressed or implied by such statements. Those risks and uncertainties include, but are not limited to, risks related to regulatory approvals and the success of Nemaura’s ongoing studies, including the safety and efficacy of Nemaura’s SugarBEAT® system, the failure of future development and preliminary marketing efforts, Nemaura’s ability to secure additional commercial partnering arrangements, risks and uncertainties relating to Nemaura and its partners’ ability to develop, market and sell SugarBEAT®, the availability of substantial additional equity or debt capital to support its research, development and product commercialization activities, and the success of its research, development, regulatory approval, marketing and distribution plans and strategies, including those plans and strategies related to SugarBEAT®. These and other risks and uncertainties are identified and described in more detail in Nemaura’s filings with the United States Securities and Exchange Commission, including, without limitation, its Annual Report on Form 10-K for the most recently completed fiscal year, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K. Nemaura undertakes no obligation to publicly update or revise any forward-looking statements.

Contact:

Crescendo Communications, LLC
212-671-1021
NMRD@crescendo-ir.com