Exhibit 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 17, 2016
SIGMA LABS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 033-02783-S | 27-1865814 | ||
|
(State or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
3900 Paseo del Sol
Santa Fe, New Mexico 87507
_________________________
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (505) 438-2576
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):
| ¨ | 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. |
Effective March 17, 2016, the Amended and Restated Articles of Incorporation of Sigma Labs, Inc. (the "Company") were amended pursuant to a Certificate of Change Pursuant to Nevada Revised Statutes (“NRS”) 78.209 (the “Certificate of Change”) filed with the Nevada Secretary of State. The Certificate of Change provided for both a reverse stock split of the outstanding shares of the Company's common stock on a 1-for-100 basis (the “Stock Split”), and a corresponding decrease in the number of shares of the Company's common stock that the Company is authorized to issue (the “Share Decrease”).
As a result of the Stock Split, the Company's issued and outstanding shares of common stock decreased from 622,969,835 pre-Stock Split shares to 6,229,710 post-Stock Split shares. Pursuant to the Share Decrease, the number of authorized shares of the Company's common stock has decreased from 750,000,000 to 7,500,000 shares of common stock. Any fractional shares resulting from the Stock Split were rounded up to the nearest whole share of common stock. The foregoing actions were duly approved by the Company's Board of Directors, without stockholder approval, pursuant to the NRS.
The Company's ticker symbol will remain unchanged (although a fifth-letter identifier "D" has been appended to indicate the completion of the Stock Split; after a 20 business-day period following the effective date of the Stock Split, the Company's ticker symbol will revert to "SGLB"). The Company’s common stock will trade under a new CUSIP number. A copy of the Certificate of Change is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 8.01 | Other Events. |
On March 21, 2016, the Company issued a press release regarding the Stock Split. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number | Description | |
| 3.1 | Certificate of Change Pursuant to NRS 78.209. | |
| 99.1 | Press Release of Sigma Labs, Inc., dated March 21, 2016. |
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: | March 21, 2016 | SIGMA LABS, INC. | |||
| By: | /s/ Mark Cola | ||||
| Name: | Mark Cola | ||||
| Title: | President and Chief Executive | ||||
| Officer | |||||
Exhibit 3.1
Exhibit 99.1
Sigma Labs Announces Temporary Trading Symbol
SANTA FE, N.M. – March 21, 2016 – Sigma Labs, Inc. (OTCQB: SGLB) (“Sigma Labs” or the “Company”), a developer of advanced, in process, non-destructive quality inspection systems for metal-based additive manufacturing (“AM”) and other advanced manufacturing technologies, today announced that the reverse stock split previously announced took effect as anticipated on March 17, 2016 and that the Company’s stock is temporarily trading under the ticker “SGLBD.” After 20 business days following the effective date of the stock split, Sigma Labs' ticker symbol will revert to "SGLB." Investors can direct any questions concerning the reverse stock split to a broker or the Company's transfer agent, Interwest Stock Transfer, at (801) 272-9294.
Following the stock split, each 100 shares of the Company's issued and outstanding common stock were automatically converted into one issued and outstanding share of the Company's common stock. The reverse stock split affected all issued and outstanding shares of the Company's common stock as well as common stock underlying stock options and warrants outstanding immediately prior to the effective date of the stock split.
About Sigma Labs, Inc.
Sigma Labs, Inc. develops and engineers advanced, in-process, non-destructive quality inspection systems for commercial firms worldwide seeking productive solutions for metal-based additive manufacturing or 3D printing, and other advanced manufacturing technologies. For more information please visit www.sigmalabsinc.com .
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 . Forward-looking statements often contain words such as "expects," "anticipates," "intends," "believes" or "will." These forward-looking statements are subject to a number of risks, uncertainties and assumptions that could adversely affect us, including the risks set forth in Sigma's most recent annual report on Form 10-K. The forward-looking statements in this press release are made only as of the date of this press release. Sigma undertakes no obligation to update any of these forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Relations Contact:
Chris Witty
cwitty@darrowir.com
646-438-9385