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): July 17, 2008
SEAFARER
EXPLORATION CORP.
(Exact
name of registrant as specified in its charter)
Delaware
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000-29461
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73-1556428
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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Kyle
Kennedy
Chief
Executive Officer
100
2
nd
Avenue South, Suite 104N
St.
Petersburg, FL 33701
(Registrant’s
telephone number, including area code)
Organetix, Inc.
(Former
name or former address, if changed since last report)
Copies
to:
Gregory
Sichenzia, Esq.
Jonathan
R. Shechter, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32
nd
Floor
New York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
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.
On July
17, 2008, Organetix, Inc. (the “Company”) filed a Certificate of Ownership to
merge Seafarer Exploration Corp., a wholly-owned subsidiary of the Company into
the Company with the Secretary of State of the State of
Delaware. Pursuant to the Certificate of Ownership, the Company’s
Articles of Incorporation were amended to change its name from Organetix, Inc.
to Seafarer Exploration Corp.
In
addition, effective July 18, 2008, the Company’s quotation symbol on the
Over-the-Counter Bulletin Board was changed from “OGTX” to “SFRX”. A
copy of the Certificate of Ownership changing the Company’s name to Seafarer
Exploration Corp. is attached hereto as Exhibit 3.1.
Item
8.01 Other Events
On July
23, 2008, the Company issued a press release with respect to the events
described in Item 5.03.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number
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Description
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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.
2
EXHIBIT
3.1
CERTIFICATE OF OWNERSHIP
OF
ORGANETIX, INC.
(a Delaware corporation)
AND
SEAFARER EXPLORATION CORP.
(a Delaware corporation)
UNDER SECTION 253 OF THE GENERAL CORPORATION
LAW
OF THE STATE OF DELAWARE
The undersigned corporations organized and existing
under and by virtue of the General Corporation Law of the State of
Delaware,
DO HEREBY CERTIFY:
FIRST: That
the name and state of incorporation of each of the constituent corporations of
the merger are as follows:
NAME
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STATE
OF INCORPORATION
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Organetix,
Inc.
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Delaware
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Seafarer Exploration
Corp.
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Delaware
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SECOND:
That 100% of the outstanding stock of Seafarer Exploration Corp. is owned by
Organetix, Inc.
THIRD: That
the name of the surviving corporation of the merger is Organetix, Inc., which
will continue its existence as said surviving corporation under the name
Seafarer Exploration Corp.
FOURTH:
That the Certificate of Incorporation of Organetix,
Inc., a Delaware corporation, the surviving corporation, shall be the
Certificate of Incorporation of the surviving corporation, except that article
FIRST relating to the name shall be struck and shall be substituted in lieu
therefor the following article:
“FIRST: The
name of the corporation is Seafarer Exploration Corp.”
FOURTH: That
the members of the Board of Directors of Organetix, Inc. unanimously adopted the
following resolution by written consent on the 8
th
day of July, 2008:
RESOLVED, that the
Company's wholly-owned subsidiary, Seafarer Exploration Corp., be merged
with and into the Company, and that upon the filing of the appropriate
certificate of Merger with the Secretary of State of the State of
Delaware, the Company's name shall be changed to Seafarer Exploration
Corp.
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FIFTH: This
merger shall be effective on July 9, 2008.
* * * *
*
IN
WITNESS WHEREOF, the undersigned have executed this Certificate this 8
th
day of July, 2008.
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ORGANETIX, INC.
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By:
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/s/
Kyle Kennedy
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Name:
Kyle Kennedy
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Title: Chief
Executive Officer
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SEAFARER EXPLORATION
CORP.
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By:
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/s/
Kyle Kennedy
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Name:
Kyle Kennedy
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Title:
Chief Executive Officer
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EXHIBIT
99.1
Organetix
Announces Completion of Name Change and Confirms New OTCBB Trading Symbol
is "SFRX"
New York,
N.Y. (07/23/08) -- Organetix, Inc. (OTCBB: OGTX) has
today announced that it has officially changed its name to Seafarer Exploration
Corp. and has received its new trading symbol (OTCBB: SFRX). The
Company commenced its trading under the new symbol "SFRX" at the opening of
business Friday, July 18, 2008.
About
Organetix, Inc.
On June
5, 2008, Organetix completed the acquisition of Florida based Seafarer
Exploration, Inc. ("Seafarer"). The Company has announced it will change its
name to Seafarer Exploration Corp. and request a symbol change to better reflect
the new direction of the business.
About
Seafarer Exploration, Inc.
Seafarer
Exploration, Inc. ("Seafarer") is engaged in the exploration and potential
salvaging of a shipwreck off the east coast of Florida. The shipwreck is in an
area that is in close proximity to Florida's historic Treasure Coast. The
Company has acquired a 47 foot boat and necessary equipment to begin the
exploration process.
Disclaimer
This
press release may include certain statements that are not descriptions of
historical facts, but are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These forward-looking statements may include the
description of our plans and objectives for future operations, assumptions
underlying such plans and objectives, statements regarding benefits of the
proposed acquisition and other forward-looking terminology such as "may,"
"expects," "believes," "anticipates," "intends," "projects" or similar terms,
variations of such terms or the negative of such terms. There are a number of
risks and uncertainties that could cause actual results to differ materially
from the forward-looking statements made herein. Such information is based upon
various assumptions made by, and expectations of, our management that were
reasonable when made but may prove to be incorrect. All of such assumptions are
inherently subject to significant economic and competitive uncertainties and
contingencies beyond our control and upon assumptions with respect to the future
business decisions which are subject to change. Accordingly, there can be no
assurance that actual results will meet expectations and actual results may vary
(perhaps materially) from certain of the results anticipated
herein.
MULTIMEDIA
AVAILABLE:
http://www.businesswire.com/cgi-bin/mmg.cgi?eid=5722362
Contact:
Kyle
Kennedy, CEO
727-820-1014
ir@seafarerexplorationcorp.com
Source: Seafarer
Exploration Corp.