See Item 8.01.
On September 30, 2013, Bond Laboratories, Inc. (the "Company") amended its Articles of Incorporation to: (i) change the name of the Company to "FitLife Brands, Inc." (the "Name Change"); and (ii) effect a reverse split of its issued and outstanding common stock, par value $0.01 per share ("Common Stock"), on a ten old for one new basis (the "Reverse Split"). The Company previously disclosed information with respect to the Name Change and Reverse Split in its definitive Proxy Statement, filed with the Securities and Exchange Commission on June 12, 2013. Copies of the amendments to the Company's Articles of Incorporation, as filed with the Nevada Secretary of State, and the Company's press release, announcing the implementation of the Name Change and Reverse Split, are attached hereto as Exhibits 3.1, 3.2 and 99.1, respectively, and are incorporated by reference herein.
The Name Change and Reverse Split were approved by the Financial Industry Regulatory Authority ("FINRA") on September 28, 2013, and became effective with the OTCQB at the opening of trading on September 30, 2013 under the symbol "BNLBD". The "D" will appear on the Company's ticker symbol for the next 20 business days. After 20 business days, the Company's ticker symbol will change from "BNLBD" to "FTLF" to better reflect the new name of the Company. The Company's new CUSIP number is 33817P108.
See Exhibit Index.
| Bond Laboratories, Inc. |
| By: | /s/ Michael Abrams |
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| Name: Michael Abrams | |
| Title: Chief Financial Officer |
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Exhibit No.
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Description
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EX-3.1
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Amendment to Company's Articles of Incorporation to change name to FitLife Brands, Inc.
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EX-3.2
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Amendment to Company's Articles of Incorporation to effect 1-for-10 reverse split
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EX-99.1
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Press Release, dated September 26, 2013
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AMENDMENT TO ARTICLES OF INCORPORATION
BOND LABORATORIES, INC.
CERTIFICATE TO AMENDMENT OF ARTICLES OF INCORPORATION
Bond Laboratories, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Nevada, (the “ Corporation ” ), does hereby certify that:
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FIRST: |
This Certificate of Amendment amends the provisions of the Corporation ’ s Articles of Incorporation (the “ Articles of Incorporation ” ). |
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SECOND: |
The terms and provisions of this Certificate of Amendment have been duly adopted in accordance with Section 78.380 of the Nevada Corporation Law of the State of Nevada and shall become effective immediately upon filing this Certificate of Amendment. |
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THIRD: |
Article I of the Articles of Incorporation is hereby amended in its entirety and replaced with the following: |
“ The name of this Corporation is FitLife Brands, Inc. ”
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to Articles of Incorporation of the Corporation to be signed by its off icers thereunto duly authorized, effective the 30 th day of September, 2013.
BOND LABORATORIES, INC.
By: /s/ John Wilson
Name: John Wilson
Title: President and Chief Executive Officer
BOND LABORATORIES, INC.
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
Bond Laboratories, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Nevada, (the “ Corporation ” ), does hereby certify that:
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FIRST: |
This Certificate of Amendment amends the provisions of the Corporation ’ s Articles of Incorporation (the “ Articles of Incorporation ” ). |
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SECOND: |
The terms and provisions of this Certificate of Amendment have been duly adopted in accordance with Section 78.380 of the Nevada Corporation Law of the State of Nevada and shall become effective immediately upon filing this Certificate of Amendment. |
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THIRD: |
The first paragraph of Article III of the Articles of Incorporation is hereby amended in its entirety and replaced with the following: |
“ This Corporation is authorized to issue two classes of stock to be designated, respectively, “ Common Stock ” and “ Preferred Stock. ” The total number of shares of stock which the Corporation shall have the authority to issue shall be 160,000,000, consisting of 150,000,000 shares of Common Stock with a par value of $.01 per share, and 10,000,000 shares of Preferred stock with a par value of $.01 per share.
Upon the effectiveness of the Certificate of Amendment to the Articles of Incorporation (the “ Effective Time ” ), each ten (10) shares of the Corporation ’ s Common Stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time (the “ Old Common Stock ” ), will automatically and without any action on the part of the respective holders thereof be combined, reclassified and changed into one (1) share of Common Stock, par value $0.01 per share, of the Corporation (the “ New Common Stock ” ). Notwithstanding the immediately preceding sentence, in lieu of any fractional interests in shares of New Common Stock to which any stockholder would otherwise be entitled pursuant hereto (taking into account all shares of capital stock owned by such stockholder), such stockholder shall be entitled to receive a cash payment equal to the fraction to which such holder would otherwise be entitled multiplied by the closing price of a share of New Common Stock on the OTC Bulletin Board immediately following the Effective Time. The combination and conversion of the Old Common Stock shall be referred to as the “ Reverse Stock Split ” .
The Corporation shall not be obligated to issue certificates evidencing the shares of New Common Stock outstanding as a result of the Reverse Stock Split unless and until the certificates evidencing the shares held by a holder prior to the Reverse Stock Split are either delivered to the Corporation or its transfer agent, or the holder notifies the Corporation or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection with such certificates. Each stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock 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 New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified (as well as the right to receive cash in lieu of any fractional shares of New Common Stock as set forth above); provided, however , that each holder of record of a certificate that represented shares of Old Common Stock shall receive, upon surrender of such certificate, a new certificate representing the number of whole shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified, as well as any cash in lieu of fractional shares of New Common Stock to which such holder may be entitled as set forth above. ”
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to Articles of Incorporation of the Corporation to be signed by its officers thereunto duly authorized, effective the 30 th day of September, 2013.
BOND LABORATORIES, INC.
By: /s/ John Wilson
Name: John Wilson
Title: President and Chief Executive Officer
Bond Labs Completes Recapitalization and Name Change
OMAHA, NE – (BUSINESS WIRE) – September 26, 2013 – Bond Laboratories, Inc. (OTCBB:) (“Bond Labs”), an international provider of innovative and proprietary nutritional supplements for health conscious consumers, today announced that its corporate name change to FitLife Brands, Inc. and the 1 for 10 reverse stock split previously approved by shareholders will be implemented on September 30, 2013. Consistent with FINRA procedures, the Company’s common stock will continue to trade under the symbol “BNLB” with an added “D” at the end to denote the corporate action for a period of 20 trading days post-effectiveness.
“These actions along with our previously announced recapitalization better position the company to pursue an eventual up-listing to a national exchange,” stated Michael Abrams, Bond Labs’ Chief Financial Officer.
John Wilson, Bond Labs’ Chief Executive Officer continued, “The name change to FitLife Brands more closely aligns our corporate identity with our company vision, and is a critical element of our focus on developing and marketing truly innovative nutritional supplements on a global basis.” “Please take a moment to visit our new website at www.fitlifebrands.com , which will launch on September 30 th ,” concluded Mr. Wilson.
About Bond Labs
Bond Laboratories is a manufacturer of innovative and proprietary nutritional supplements for health conscious consumers. The Company produces and markets products through its NDS Nutrition division. NDS’ products number over 60 brands of energy, sports, and dietary supplements. These products are sold directly through specialty health and nutrition retailers, and are included among the top-selling products at GNC® franchises. Bond Labs is headquartered in Omaha, Nebraska. For more information, please visit .
Safe Harbor
Statements about the Company’s future expectations and all other statements in this press release other than historical facts, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. The above information contains information relating to the Company that is based on the beliefs of the Company and/or its management as well as assumptions made by and information currently available to the Company or its management. The company does not undertake any responsibility to update the forward-looking statements contained in this release.
Contact
Surety Financial Group, LLC
Bruce Weinstein
410-833-0078