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): September 20, 2016

 

ACTIVE WITH ME, INC.

(Exact Name of Registrant as Specified in Charter)

 

Nevada   333- 191083   39-2080103

(State or other jurisdiction

of incorporation)

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

 

420 Lexington Avenue, New York, NY   10170
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 201-994-9936
 
 (Former name or former address, if changed since last report)

 

Copies to:

Jeffrey Fessler, Esq.

61 Broadway, 32nd Floor

New York, New York 10006

Telephone: (212) 930-9700

Facsimile: (212) 202-7735

 

 

 

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

 

Forward Stock Split

 

Effective September 20, 2016, each one (1) share of Active With Me, Inc.’s (the “Company”) issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”) was converted and reclassified into 3.25 shares of Common Stock (the “Forward Stock Split”). Any fractional shares resulting from such conversion were rounded up to the nearest whole number.

 

Effective Date; CUSIP Number .  The Forward Stock Split became effective with FINRA on September 20, 2016 (the “Effective Date”), at which time the Common Stock began trading on a split-adjusted basis. In connection with the Forward Stock Split, the CUSIP number for the Common Stock changed to 753888 106.

  

Also on the Effective Date, all options, warrants and other convertible securities of the Company outstanding immediately prior to the Forward Stock Split were adjusted by multiplying the number of shares of Common Stock into which the options, warrants and other convertible securities are exercisable or convertible by 3.25 and dividing the exercise or conversion price thereof by 3.25, all in accordance with the terms of the plans, agreements or arrangements governing such options, warrants and other convertible securities.

 

Nevada State Filing .  The Forward Stock Split was effected pursuant to the Company’s filing of a Certificate of Change (the “Certificate”) with the Secretary of State of the State of Nevada on September 19, 2016, in accordance with Nevada Revised Statutes (“NRS”) Section 78.209. The Certificate became effective on the Effective Date. Under Nevada law, no amendment to the Company’s Articles of Incorporation was required in connection with the Forward Stock Split. A copy of the Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Increase in Authorized Capital Stock

 

Simultaneously with the Forward Stock Split, and as effected by the Certificate, the Company increased its authorized capital stock from 75,000,000 to 220,000,000 with 200,000,000 shares being designated common stock, par value $0.001, an increase from 65,000,000 shares, and 20,000,000 shares being designated preferred stock, par value $0.001, an increase from 10,000,000 shares. 

 

Name Change and Symbol Change

 

On September 26, 2016, the Company filed an Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada to change its name from “Active With Me, Inc.” to “Rasna Therapeutics, Inc.” The name change will be effective September 27, 2016. A copy of the Amended and Restated Articles of Incorporation are attached hereto as Exhibit 3.2 and is incorporated herein by reference.

 

The name change has been approved by FINRA and, simultaneously with the effective date of the name change, the Company’s common stock will trade under the new ticker symbol “RASP.”

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

 

Exhibit No .   Description
     
3.1   Certificate of Change of Active With Me, Inc., as filed with the Nevada Secretary of State on September 19, 2016 and effective September 20, 2016
3.2   Amended and Restated Articles of Incorporation, as filed with the Nevada Secretary of State on September 26, 2016 and effective September 27, 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 thereunto duly authorized.

 

Date:  September 26, 2016

 

  ACTIVE WITH ME, INC.  
       
  By:  /s/  James Tripp  
    Name:  James Tripp  
    Title:    Chief Executive Officer  

 

 

 

Exhibit 3.1

 

 

 

 

 

 

 

 

Exhibit 3.2

 

AMENDED AND RESTATED

 

ARTICLES OF INCORPORATION

 

OF

 

ACTIVE WITH ME, INC.,

 

A Nevada corporation

 

Active With Me, Inc., a corporation organized and existing under the Nevada Revised Statutes (the “Corporation”), does hereby certify:

 

1.          The Articles of Incorporation of the Corporation were filed with the Secretary of State of Nevada on December 6, 2012 under the name Active With Me, Inc.

 

2.          The Articles of Incorporation of the Corporation are hereby amended and restated to read as follows:

 

ARTICLE I
NAME

 

The name of the Corporation is Rasna Therapeutics, Inc.

 

ARTICLE II
RESIDENT AGENT AND REGISTERED OFFICE

 

The name and address of the Corporation's resident agent for service of process is National Registered Agents, Inc. of NV, located at 311 S. Division Street, Carson City, NV 89703.

 

ARTICLE III
CAPITAL STOCK

  

3.01     Authorized Capital Stock.     The total number of shares of stock this Corporation is authorized to issue two hundred twenty million (220,000,000) shares. This stock shall be divided into two classes to be designated as "Common Stock" and "Preferred Stock."

 

3.02     Common Stock.     The total number of authorized shares of Common Stock shall be two hundred million (200,000,000) shares with par value of $0.001 per share.

 

Each one (1) share of the Corporation’s Common Stock, par value $0.001 per share, issued and outstanding as of August 16, 2016 shall be converted and reclassified into 3.25 shares of the Corporation’s Common Stock, par value $0.001 per share. Any fractional shares resulting from such conversion will be rounded up to the nearest whole number

 

3.03     Preferred Stock.     The total number of authorized shares of Preferred Stock shall be twenty million (20,000,000) shares with par value of $0.001 per share. The board of directors shall have the authority to authorize the issuance of the Preferred Stock from time to time in one or more classes or series, and to state in the resolution or resolutions from time to time adopted providing for the issuance thereof the following:

 

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(a)   Whether or not the class or series shall have voting rights, full or limited, the nature and qualifications, limitations and restrictions on those rights, or whether the class or series will be without voting rights;

 

(b)   The number of shares to constitute the class or series and the designation thereof;

  

(c)   The preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations, or restrictions thereof, if any, with respect to any class or series;

       

(d)   Whether or not the shares of any class or series shall be redeemable and if redeemable, the redemption price or prices, and the time or times at which, and the terms and conditions upon which, such shares shall be redeemable and the manner of redemption;

        

(e)   Whether or not the shares of a class or series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement, and if such retirement or sinking funds be established, the amount and the terms and provisions thereof;

        

(f)    The dividend rate, whether dividends are payable in cash, stock of the Corporation, or other property, the conditions upon which and the times when such dividends are payable, the preference to or the relation to the payment of dividends payable on any other class or classes or series of stock, whether or not such dividend shall be cumulative or noncumulative, and if cumulative, the date or dates from which such dividends shall accumulate;

     

(g)   The preferences, if any, and the amounts thereof which the holders of any class or series thereof are entitled to receive upon the voluntary or involuntary dissolution of, or upon any distribution of assets of, the Corporation;

       

(h)   Whether or not the shares of any class or series are convertible into, or exchangeable for, the shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation and the conversion price or prices or ratio or ratios or the rate or rates at which such exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided for in such resolution or resolutions; and

      

(i)    Such other rights and provisions with respect to any class or series as may to the board of directors seem advisable.

       

The shares of each class or series of the Preferred Stock may vary from the shares of any other class or series thereof in any respect. The Board of Directors may increase the number of shares of the Preferred Stock designated for any existing class or series by a resolution adding to such class or series authorized and unissued shares of the Preferred Stock not designated for any existing class or series of the Preferred Stock and the shares so subtracted shall become authorized, unissued and undesignated shares of the Preferred Stock.

 

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ARTICLE IV

DIRECTORS

 

The number of directors comprising the Board of Directors shall be fixed and may be increased or decreased from time to time in the manner provided in the bylaws of the Corporation, except that at no time shall there be less than one director.

 

ARTICLE V

PURPOSE

 

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under Nevada Revised Statutes (“NRS”).

 

ARTICLE VI

DIRECTORS' AND OFFICERS' LIABILITY

 

The individual liability of the directors and officers of the Corporation is hereby eliminated to the fullest extent permitted by the NRS, as the same may be amended and supplemented. Any repeal or modification of this Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification.

 

ARTICLE VII
INDEMNITY

 

Every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation. Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this Article.

 

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Without limiting the application of the foregoing, the board of directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprises against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person.

 

The indemnification provided in this Article shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such person.

 

Dated: September 16, 2016 By:   /s/ James F. Tripp
  James Tripp
  Chief Executive Officer

 

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