SOLAR3D, INC. (Form: 8-K, Received: 02/26/2015 17:42:51)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 24, 2015

(Exact name of registrant as specified in its charter)

Delaware	000-49805	01-0592299
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	IRS Employer Identification No.)

26 West Mission Avenue #8 Santa Barbara, CA	93101
(Address of Principal Executive Offices)	(Zip Code)

(Registrant’s telephone number, including area code)

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

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨ 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 February 24, 2015, Solar3D, Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware in order to effect a 1-for-26 reverse split of the Company’s common stock (the “Reverse Stock Split”);

The above description of the Amendment does not purport to be complete and is qualified in its entirety by the full text of such Amendment, which is attached hereto as Exhibit 3.1.

Item 8.01 Other Events.

The Reverse Stock Split was announced by Financial Industry Regulatory Authority (“FINRA”) on February 24, 2015 and became effective on February 25, 2015. This action followed approval by the holders of the majority of the Company’s voting capital as of January 14, 2015, which approval granted authority to the Company’s Board of Directors to effect a reverse stock split of the Company’s authorized, issued and outstanding common stock at a ratio of not less than one for fifteen and not more than one for forty, in the sole discretion of the Company’s Board of Directors.

On February 24, 2015, each 26 shares of the Company’s issued and outstanding common stock was combined into one share of common stock. The Company is not issuing fractional shares in connection with the Reverse Stock Split and will round fractional shares up to the next whole share.

On February 25, 2015, to indicate the reverse stock split, a “D” was appended to the Company’s trading symbol and for a period of 20 business days the Company’s common stock will trade under the symbol “SLTDD.” After the 20 business days, the Company’s trading symbol will revert to “SLTD.”

Additional information about the Reverse Stock Split is available in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on January 26, 2015.

Item 9.01 Financial Statements and Exhibits

The following is filed as an Exhibit to this Current Report on Form 8-K.

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.

	SOLAR3D, INC.


Date: February 26, 2015	By:	/s/ James B. Nelson
		Name: James B. Nelson
		Title: Chief Executive Officer

	Delaware	PAGE 1
	The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "SOLAR3D, INC.", FILED IN THIS OFFICE ON THE TWENTY-FOURTH DAY OF FEBRUARY, A.D. 2015, AT 10:49 0 'CLOCK A.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS.

3484724 8100

150248337

You may verify this certificate online

at corp.delaware.gov/authver.shtml

DATE: 02-24-15

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

SOLAR3D, INC.

The undersigned, being the President and Chief Executive Officer of Solar3D, Inc., a corporation existing under the laws of the State of Delaware, do hereby certify under the seal of the said corporation as follows:

1. The Certificate of Incorporation of the Corporation is hereby amended by replacing Article FOURTH, in its entirety, with the following:

“FOURTH:

A. CAPITALIZATION. The total number of shares of all classes of capital stock which the Corporation shall have the authority to issue is One Billion Five Million (1,005,000,000) shares, consisting of (a) One Billion (1,000,000,000) shares of Common Stock, par value $0.001 per share ("Common Stock"), and (b) Five Million (5,000,000) shares of Preferred Stock, par value $0.001 per share ("Preferred Stock").

B. PREFERRED STOCK. The Board of Directors of the Corporation (the "Board of Directors") is authorized to provide, by resolution, for one or more series of Preferred Stock to be comprised of authorized but unissued shares of Preferred Stock. Except as may be required by law, the shares in any series of Preferred Stock need not be identical to any other series of Preferred Stock. Before any shares of any such series of Preferred Stock are issued, the Board of Directors shall fix, and is hereby expressly empowered to fix, by resolution, the rights, preferences and privileges of, and qualifications, restrictions and limitations applicable to, such series.

The Board of Directors is authorized to increase the number of shares of the Preferred Stock designated for any existing series of Preferred Stock by a resolution adding to such series authorized and unissued shares of the Preferred Stock not designated for any other series of Preferred Stock. The Board of Directors is authorized to decrease the number of shares of the Preferred Stock designated for any existing series of Preferred Stock by a resolution, subtracting from such series unissued shares of the Preferred Stock designated for such series.

C. COMMON STOCK.

1. Except as otherwise required by law, and subject to any special voting rights which may be granted to any additional series of Preferred Stock in the Board of Directors resolutions which create such series, each holder of Common Stock shall be entitled to one vote for each share of Common Stock standing in such holder's name on the records of the Corporation on each matter submitted to a vote of the stockholders. Holders of Common Stock shall not have the right to cumulative voting in the election of directors of the Corporation.

2. Subject to the rights of the holders of the Preferred Stock, if any, the holders of the Common Stock shall be entitled to receive such dividends and other distributions, in cash, securities or property of the Corporation, as may be declared thereon from time to time by the Board of Directors, out of the assets and funds of the Corporation legally available therefor.

3. Upon filing and effectiveness of this Amendment, each twenty-six (26) shares of Common Stock outstanding on the effective date of this Amendment shall be automatically converted into one (1) share of Common Stock and, in lieu of fractional shares, each share so converted shall be rounded up to the next highest number of full shares of Common Stock.

2. The amendment of the certificate of incorporation herein certified has been duly adopted by the unanimous written consent of the Corporation’s Board of Directors and shareholders holding a majority of the Corporation’s voting stock in accordance with the provisions of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be hereunto affixed and this Certificate of Amendment of the Corporation's Certificate of Incorporation, as amended, to be signed by James B. Nelson, its Chief Executive Officer, this 23rd day of February, 2015.

	SOLAR3D, INC.

	By:	/s/ James B. Nelson
		James B. Nelson President & Chief Executive Officer

Solar3D Completes Reverse Stock Split

Company Takes Key Step in Preparation for Uplisting onto Senior Exchange

SANTA BARBARA, CA--- February 24, 2015 - Solar3D, Inc. (SLTD) (SLTDD), a leading provider of solar solutions and the developer of a proprietary high efficiency solar cell, is pleased to announce that it has effected a 1-for-26 reverse split of its issued and outstanding common stock (the "Reverse Split”) which will be effective February 25, 2015, as a key step in preparation for uplisting of the Company’s common shares onto a senior exchange.

Jim Nelson, CEO of Solar 3D said, “The reverse stock split was implemented to meet the price requirements for uplisting onto a senior exchange. Our Board and shareholders have strongly supported this initiative, as it will help broaden our shareholder base and improve liquidity in our common stock. We look forward to moving quickly towards this goal.”

As of the market open tomorrow, the Company’s shares will trade under the symbol “SLTDD,” with a “D” added for 20 trading days to signify that the reverse stock split has occurred. A new CUSIP number (83417A209 ) has been assigned to the Company’s common stock as a result of the reverse split.

As a result of the Reverse Split, the total issued and outstanding common shares will be reduced from approximately 381.7 million shares to approximately 14.7 million, subject to adjustment for fractional shares. No fractional shares are to be issued.

Any fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share. The number of shares of common stock underlying the options, warrants, convertible securities or other rights to acquire shares of common stock will be adjusted accordingly.

Solar3D is a leading provider of solar power solutions and the developer of a proprietary high efficiency solar cell. The company's SUNworks division focuses on the design, installation and management of solar power systems for commercial, agricultural and residential customers. SUNworks is one of the fastest growing solar systems providers in California and has delivered hundreds of 2.5 kilowatt to 1-megawatt commercial systems and has the capability of providing systems as large as 25 megawatts. Solar3D's technology division is developing a patent-pending 3-dimensional solar cell technology to maximize the conversion of sunlight into electricity. The Solar3D Cell collects sunlight from a wide angle and lets light bounce around in 3-dimensional microstructures on the solar cell surface. The Company's mission is to further the widespread adoption of solar power by deploying affordable, state-of-the-art systems and developing breakthrough new solar technologies.

To learn more about Solar3D, visit our website at http://www.Solar3D.com.

Safe Harbor Statement

Matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words "anticipate," "believe," "estimate," "may," "intend," "expect" and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These risks include, but are not limited to, risks and uncertainties associated with: the impact of economic, competitive and other factors affecting the Company and its operations, markets, products, and prospects for sales, failure to commercialize our technology, failure of technology to perform as expected, failure to earn profit or revenue, higher costs than expected, persistent operating losses, ownership dilution, inability to repay debt, failure of acquired businesses to perform as expected, the impact on the national and local economies resulting from terrorist actions, and U.S. actions subsequently; and other factors detailed in reports filed by the Company.

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Exhibit No.		Description of Exhibit
3.1		Certificate of Amendment to Solar3D, Inc.’s Certificate of Incorporation filed February 24, 2015
99.1		Solar3D, Inc. Press Release dated February 25, 2015