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) : March 24, 2015

 

XRpro Sciences, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   000-54748   20-0982060

(State or other jurisdiction of

incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

         
  One Kendall Square, Suite B2002,
Cambridge, MA, 02139 		 
 

(Address of principal executive offices)

(zip code)

 
         
  (617) 631-8825  
(Registrant’s telephone number, including area code)
         
  Not Applicable  
   

(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:

 

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

 

On March 24, 2015, XRpro Sciences, Inc. (the “Company”) filed a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation which effected a 1-for-2 reverse stock split of the Company’s common stock, effective as of 5:00 p.m. on March 25, 2015.

 

Item 9.01 Financial Statements and Exhibits.

 

3.1.         Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation  

 

 
 

  

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.

 

 Dated: March 25, 2015

XRPRO SCIENCES, INC.

   
  By:  /s/ Mark Korb
 

Name:

Title:

Mark Korb
Chief Financial Officer

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

TO THE

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

XRPRO SCIENCES, INC.

XRPRO SCIENCES, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

 

1.  The name of the Corporation is “XRpro Sciences, Inc.”

 

2.  The Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth a proposed amendment to the Second Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on April 10, 2012 (the “Second Amended and Restated Certificate of Incorporation”) and declaring said amendment to be advisable. The requisite stockholders of the Corporation have duly approved said proposed amendment in accordance with Section 242 and Section 228 of the General Corporation Law of the State of Delaware. The amendment amends the Second Amended and Restated Certificate of Incorporation of the Corporation as follows:

 

ARTICLE FOURTH of the Second Amended and Restated Certificate of Incorporation is hereby amended by adding at the end thereof the following:

 

“Effective upon the effective time of this Certificate of Amendment to the Second Amended and Restated Articles of Incorporation (the “ Effective Time ”), the shares of Common Stock issued and outstanding immediately prior to the Effective Time and the shares of Common Stock issued and held in the treasury of the Corporation immediately prior to the Effective Time are reclassified into a smaller number of shares such that every two (2) shares of issued Common Stock immediately prior to the Effective Time are reclassified into one (1) share of Common Stock. Notwithstanding the foregoing, no fractional shares of Common Stock shall be issued as a result of the reclassification and any fraction of a share of Common Stock that would otherwise have resulted from the foregoing stock split will be eliminated by rounding such fraction up to the nearest whole share. Each stock certificate that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified; provided , however , that each person of record holding a certificate that represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate, a new certificate evidencing and representing the number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified.”

 

All other aspects of Article FOURTH shall remain unchanged.

 

3.  This Certificate of Amendment shall be effective March 25, 2015 at 5:00 P.M. Eastern Daylight Time.

 

 

IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation to be signed by Richard Cunningham, its Chief Executive Officer, this 24 th day of March, 2015.

 

 

 

  /s/ Richard Cunningham  
 

Richard Cunningham

Chief Executive Officer