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):                 April 1, 2016                   

 

ATRINSIC, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   000-51353   06-1390025
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

149 Fifth Avenue, Suite 500, New York, NY   10010
                  (Address of principal executive offices)                     (Zip Code)

     

  212-994-8200 
  (Registrant’s telephone number, including area code)  

   

 
(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))

 

 

 

 

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

 

As previously reported, on February 12, 2016, in connection with our merger with Protagenic Therapeutics, Inc., the holders of our Series A Convertible Preferred Stock, par value $0.000001 per share (the “ Series A Preferred Stock ”), exchanged all of the issued and outstanding Series A Preferred Stock for an aggregate of 297,468 shares of Series B Convertible Preferred Stock, par value $0.000001 per share (the “ Series B Preferred Stock ”). Accordingly, no shares of Series A Preferred Stock remain issued and outstanding.

 

On April 1, 2016, we filed a Certificate of Elimination of the Series A Convertible Preferred Stock of Atrinsic, Inc. (the “ Certificate of Elimination ”) with the Secretary of State of the State of Delaware to eliminate our Series A Preferred Stock, all of the outstanding shares of Series A Preferred Stock having been exchanged for Series B Preferred Stock.  The Certificate of Elimination, effective upon filing, had the effect of eliminating from our Amended and Restated Certificate of Incorporation, as amended, all matters set forth in the Certificate of Designations, Powers, Preferences and other Rights of Preferred Stock and Qualifications, Limitations and Restrictions of Series A Convertible Preferred Stock for Atrinsic, Inc. (the “ Series A Certificate of Designations ”) with respect to such series, which was previously filed by us with the Secretary of State on July 9, 2013.  Accordingly, the 4,600,000,000 shares of Series A Preferred Stock previously reserved for issuance under the Series A Certificate of Designations resumed their status as authorized but unissued shares of undesignated preferred stock of Atrinsic, Inc. upon filing of the Certificate of Elimination.

 

A copy of the Certificate of Elimination is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.03.

 

Item 9.01. Financial Statements and Exhibits.
   
(d) Exhibits
   
3.1 Certificate of Elimination of Series A Convertible Preferred Stock of Atrinsic, Inc.

  

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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.

 

  ATRINSIC, INC.  
       
       
Date: April 1, 2016 By: /s/ Alexander Arrow  
    Name: Alexander Arrow  
    Title:   Chief Financial Officer  

 

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EXHIBIT INDEX

 

     

Exhibit No.

 

Description of Exhibit

   
  3.1   Certificate of Elimination of Series A Convertible Preferred Stock of Atrinsic, Inc.

 

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Exhibit 3.1

 

CERTIFICATE OF ELIMINATION

 

OF THE

 

SERIES A CONVERTIBLE PREFERRED STOCK

 

OF

 

ATRINSIC, INC.

 

Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, it is hereby certified that:

 

1. The name of the corporation is Atrinsic, Inc. (hereinafter referred to as the “Corporation”).

 

2. The designation of the series of shares of stock of the Corporation to which this certificate relates is “Series A Convertible Preferred Stock.”

 

3. Pursuant to Section 151 of the General Corporation Law of the State of Delaware and authority granted in the certificate of incorporation of the Corporation (the “Certificate of Incorporation”), the Board of Directors of the Corporation previously designated 4,600,000,000 shares of preferred stock as Series A Convertible Preferred Stock, par value $0.000001 per share (the “Series A Convertible Preferred Stock”), and established the voting powers, designations, preferences, and the relative, participating, optional, or other rights, and the qualifications, limitations, and restrictions of such series as set forth in the Certificate of Designations, Powers, Preferences and other Rights of Preferred Stock and Qualifications, Limitations and Restrictions of Series A Convertible Preferred Stock for Atrinsic, Inc. (the “Series A Certificate of Designations”), with respect to such Series A Convertible Preferred Stock, which Series A Certificate of Designations has been heretofore filed with the Secretary of State of the State of Delaware. None of the authorized shares of Series A Convertible Preferred Stock are outstanding and none will be issued subject to the Series A Certificate of Designations.

 

4. The Board of Directors of the Corporation has duly adopted the following resolutions, which resolutions remain in full force and effect as of the date hereof:

 

RESOLVED , that none of the authorized shares of Series A Convertible Preferred Stock are outstanding, and that none will be issued subject to the Series A Certificate of Designations, and

 

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FURTHER RESOLVED , that pursuant to the authority conferred on the Board of Directors by the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors hereby eliminates the Series A Convertible Preferred Stock, and

 

FURTHER RESOLVED, that the appropriate officers of the Corporation, or any one or more of them, are hereby authorized, in the name and on behalf of the Corporation, pursuant to Section 151(g) of the General Corporation Law of the State of Delaware, to execute and file a Certificate of Elimination of the Series A Convertible Preferred Stock of Atrinsic, Inc. with the Secretary of State of the State of Delaware, which shall have the effect when filed with the Secretary of State of the State of Delaware of eliminating from the Certificate of Incorporation all matters set forth in the Series A Certificate of Designations with respect to such Series A Convertible Preferred Stock, and

 

FURTHER RESOLVED, that in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Certificate of Incorporation is hereby amended to eliminate all references to the Series A Convertible Preferred Stock, and the shares that were designated to such series hereby are returned to the status of authorized but unissued shares of the preferred stock of the Corporation, without designation as to series.

 

Signed on April 1, 2016

 

  ATRINSIC, INC.
   
  By: /s/ Alexander Arrow
  Name: Alexander Arrow
  Title: Chief Financial Officer

 

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