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): December 16, 2014
MEDBOX, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-54928 | 45-3992444 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
8439 West Sunset Blvd., Suite 101
West Hollywood, CA 90069
(Address of principal executive offices) (zip code)
(800)-762-1452
(Registrant’s telephone number, including area code)
(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 |
On December 16, 2014, the Board of Directors of Medbox, Inc. (the “Company”) amended the Company’s Amended and Restated Bylaws to prohibit action by written consent without a meeting of the stockholders of the Company.
A copy of Amendment No. 1 to the Amended and Restated Bylaws is filed as Exhibit 3.1 to this Form 8-K, and the foregoing description is qualified by reference to such Amendment, which is incorporated herein by reference.
Item 9.01
| (d) | Exhibits. |
|
Exhibit
|
Description |
|
| 3.1 | Amendment No. 1 to Amended and Restated Bylaws of the Company | |
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.
| MEDBOX, INC. | ||||||
|
Dated: December 22, 2014 |
By: |
/s/ Guy Marsala |
||||
| Name: Guy Marsala | ||||||
| Title: Chief Executive Officer | ||||||
Exhibit 3.1
AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED BYLAWS OF
MEDBOX, INC.
This Amendment No. 1 to the Amended and Restated Bylaws (this “ Amendment ”) of Medbox, Inc., a Nevada corporation (the “ Company ”) was unanimously approved and adopted by the Board of Directors of the Company in accordance with Article IX Section 2 of the Amended and Restated Bylaws of the Company dated July 11, 2013 (the “ Bylaws ”) and is effective as of December 16, 2014 (the “ Effective Date ”).
1. As of the Effective Date, Article II Section 10 of the Bylaws is hereby deleted and replaced with the following:
“Section 10. NO ACTION BY WRITTEN CONSENT WITHOUT A MEETING . No actions, including without limitation any actions which may be taken at any annual or special meeting of the stockholders, may be taken by written consent of the stockholders without a meeting.”
2. As of the Effective Date, Article IX Section 1 of the Bylaws is hereby deleted and replaced with the following:
“Section 1. AMENDMENT BY STOCKHOLDERS . Except as otherwise provided by law or by the articles of incorporation, new bylaws may be adopted or these bylaws may be amended or repealed by the affirmative vote of a majority of the outstanding shares entitled to vote. However, new bylaws may not be adopted and these bylaws may not be amended or repealed by the written consent of the stockholders.”
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