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 21, 2017
IMMUDYNE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 333-184487 | 76-0238453 | ||
|
(State or other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
50 Spring Meadow Rd. Mount Kisco, NY |
10549 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (914) 244-1777
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change In Fiscal Year.
On September 21, 2017, Immudyne, Inc. (the “Company”) filed an amendment to its certificate of incorporation with the Delaware Secretary of State increasing the number of authorized shares of the Company’s common stock from 50,000,000 to 100,000,000. The amendment was approved by all members of the Company’s board of directors and by holders of a majority of the Company’s outstanding shares of common stock by written consent.
The amendment to the Company’s certificate of incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
| 3.1 | Certificate of Amendment of Certificate of Incorporation of Immudyne, Inc. |
| 2 |
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.
| IMMUDYNE INC. | ||
| (Registrant) | ||
| Date: September 25, 2017 | By: | /s/ Mark McLaughlin |
| Name: | Mark McLaughlin | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO
OF
Immudyne, Inc.
(a Delaware corporation)
(Pursuant to Sections 141(f), 228 and 242 of the
General Corporation Law of the State of Delaware)
Immudyne, Inc. (the “ Corporation ”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “ DGCL ”)
HEREBY CERTIFIES THAT:
FIRST: The name of the corporation is Immudyne, Inc.
SECOND : The Corporation was originally incorporated by the filing of its Certificate of Incorporation with the Secretary of the State of Delaware on June 21, 1994, (as amended, the “ Certificate ”).
THIRD : The Corporation hereby amends the Certificate as follows:
The first sentence of the section entitled “CAPITAL STOCK” in ARTICLE IV of the Certificate is hereby deleted in its entirety and replaced with the sentence that follows:
“The total number of shares of all classes of capital stock that the Corporation shall be authorized to issue is 100,000,000 at a par value of (.01)”
FOURTH: The said amendment has been duly adopted by the directors and stockholders in accordance with the provisions of Sections 141(f), 228 and 242 of the General Corporation Law of the State of Delaware.
[ Signature Page Follows ]
The Corporation has caused this Certificate of Amendment to be signed by its duly authorized and elected President on September 21, 2017.
| Immudyne, Inc. | ||
| By: | /s/ Mark McLaughlin | |
|
Mark McLaughlin
President |
||