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): September 6, 2013 (September 4, 2013)
GENSPERA, INC.
(Exact name of registrant as specified in Charter)
| Delaware | 0001421204 | 20-0438951 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File No.) | (IRS Employee Identification No.) |
2511 N Loop 1604 W, Suite 204
San Antonio, TX 78258
(Address of Principal Executive Offices)
210-479-8112
(Issuer Telephone number)
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):
¨ 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))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 4, 2013, GenSpera, Inc. (the “Company”), filed an Amended and Restated Certificate of Incorporation (the “Amended Certificate of Incorporation”) of the Company with the Secretary of State of Delaware, which increases the capitalization of the Company from 90,000,000 shares of capital stock consisting of (i) 80,000,000 shares of common stock, par value $0.0001 and (ii) 10,000,000 blank check preferred shares, par value $0.0001 to 180,000,000 shares of capital stock consisting of (i) 150,000,000 shares of common stock, par value $0.0001 and (ii) 30,000,000 blank check preferred shares, par value $0.0001.
The change in capitalization was unanimously approved by the Board of Directors and a majority of the issued and outstanding capital stock of the Company entitled to vote on the matter.
A complete copy of the Amended Certificate of Incorporation is attached hereto as Exhibit 3.1 to this Form 8-K.
Item 9.01 Financial Statement and Exhibits.
| Exhibit Number | Description | |
| 3.01 | Amended and Restated Certificate of Incorporation of GenSpera, Inc. filed with the Secretary of State of Delaware, dated September 4, 2013. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 6, 2013
| GenSpera, Inc. | |||
| By: |
/s/ Craig Dionne |
||
|
Craig Dionne Chief Executive Officer |
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INDEX OF EXHIBITS
| Exhibit Number | Description | |
| 3.01 | Amended and Restated Certificate of Incorporation of GenSpera, Inc. filed with the Secretary of State of Delaware, dated September 4, 2013. |
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
GENSPERA, INC.
GenSpera, Inc. a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law” or “DGCL”), hereby certifies as follows:
1. That the name of this corporation is GenSpera, Inc., and that this corporation was originally incorporated in the state of Delaware on November 21, 2003, under that name.
2. This Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 242 and 245 of the DGCL.
4. The text of the Original Certificate of Incorporation, as amended, is hereby amended and restated, in its entirety, as follows:
ARTICLE I
The name of this Corporation is GenSpera, Inc. (this “Corporation”).
ARTICLE II
The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.
ARTICLE III
The authorized capital stock of the Corporation shall consist of: (i) One Hundred Fifty Million (150,000,000) shares of Common Stock having a par value of $0.0001 per share, and (ii) Thirty Million (30,000,000) shares of “blank check” Preferred Stock having a par value of $0.0001 per share. Authority is hereby expressly granted to the board of directors (“Board”) of the Corporation to fix by resolution or resolutions any of the designations, power, preferences and rights, and any of the qualifications, limitations or restrictions which are permitted by the DGCL in respect of any class or classes of Preferred Stock or any series of any class of Preferred Stock of the Corporation.
ARTICLE IV
The Board shall have the power to adopt, amend or repeal the Bylaws.
ARTICLE V
No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director, provided that this provisions shall not eliminate or limit the liability of a director under applicable law: (i) for any breach of the director’s loyalty to the Corporation or its stockholders; (ii) for acts or omissions not in good faith which involve intentional misconduct or a knowing violation of the law; (iii) for unlawful payment of dividend or unlawful stock purchase or redemption as such liability is imposed under Section 174 of the DGCL; or (iv) for any transaction from which the officer or director derived an improper personal benefit. No amendment to appeal of this Article V shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.
5. IN WITNESS WHEREOF , this Amended and Restated Certificate of Incorporation has been duly authorized and is being executed by an authorized officer of the Corporation on this 3 rd day of September, 2013.
By: /s/ Craig Dionne
Chief Executive Officer
GenSpera, Inc.