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):   January 31 , 2018

 

AEON GLOBAL HEALTH CORP.
(Exact name of registrant as specified in its charter)

 

COMMISSION FILE NUMBER :   0-20190

 

DELAWARE

14-1673067

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

2225 C ente nn ial Drive

Gainesville, GA 30504

(Address and zip code of principal executive offices)

 

1- ( 88 8) 661 -0 225
(Registrant’s telephone number, including area code

 

Authentidate Holding Corp.

(Former Name, 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:

 

☐ 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 .0 3

Amendments to Articles of Incorporation; Change in Fiscal Year.

 

Effective January 31, 2018, Authentidate Holding Corp. (the “Company”), filed a Certificate of Amendment to its Amended Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, to change the Company’s corporate name to “AEON Global Health Corp.” The Company’s stockholders previously approved the amendment to the Company’s Amended Certificate of Incorporation to change the Company’s name at its Special Meeting of Stockholders held on July 11, 2016. The Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K.

 

Item   8 .0 1

Other Events.

 

T he Company’s common stock, which had been trading under the ticker symbol “ADAT” on the OTCQB tier of OTC Markets, Inc., will begin trading on the OTCQB tier under the new ticker symbol “AGHC” effective February 1, 2018. The Company’s common stock has been assigned a new CUSIP number of 00774U107 in connection with the change. Outstanding stock certificates for shares of the Company’s common stock are not affected by the name change and continue to be valid and need not be exchanged.

 

The Company published a press release announcing the change of its name and symbol change on January 31, 2018. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item  9.01

Financial Statements and Exhibits .

   

(d)

Exhibits

   

The following exhibit s are attached to this Form 8-K:

   

Exhibit No.

Exhibit Title or Description

3.1

Certificate of Amendment to Certificate of Incorporation.

99.1

Press Release

 

 
 

 

SIGNATURE

 

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.

 

 

 

AUTHENTIDATE HOLDING CORP.

     

 

 

 

 

 

By: /s/ Michael J. Poelking  

 

 

Name: Michael J. Poelking

 

 

Title:   Chief Financial Officer 

  Date:   February 1, 2018

 

 

 

 

 
 

 

EXHIBIT INDEX

 

Exhibit
Number

Description                                                                                                      

3.1

Certificate of Amendment to Certificate of Incorporation.

99 .1

Press Release

 

 

EXHIBIT 3.1

 

CERTIFICATE OF AMENDMENT

OF THE

AMENDED CERTIFICATE OF INCORPORATION

OF

AUTHENTIDATE HOLDING CORP.

 

Authentidate Holding Corp. (hereinafter called the “Corporation”), organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows:

 

FIRST:      That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation to amend the name of the Corporation to Aeon Global Health Corp., declaring said amendment to be advisable and calling a meeting of the stockholders of the Corporation for consideration thereof.

 

SECOND:      That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law at which the necessary number of shares as required by statute were voted in favor of the amendment.

 

THIRD:      That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law.

 

FOURTH:      Therefore, Article FIRST of the Certificate of Incorporation shall be amended so that, as amended, said Article shall be and read as follows:

 

The name of the Corporation is Aeon Global Health Corp.

 

FIFTH:     That this Certificate of Amendment of the Certificate of Incorporation shall be effective on the 31 st day of January, 2018.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation, as amended, to be signed by its duly authorized Chief Financial Officer this 25 day of January, 2018.

 

AUTHENTIDATE HOLDING CORP.

 

By: /s/ Michael J. Poelking                           

Name: Michael J. Poelking

Title: Chief Financial Officer

                                    Exhibit 99.1

 

Authent i date Announces Name Change to

AEON Global Health Corp to Reflect Broader Healthcare Focus and Innovative Solutions

 

New Trading Symbol “A GHC ” Effective Februa ry 1 , 2018

 

For Immediate Release:

 

Gainesville , GA – January 31, 2018 – Authentidate Holding Corp. (OTCQB: ADAT), announced today that it has completed its previously announced corporate name change to Aeon Global Health Corp. The name change is effective immediately. In addition, effective as of the start of trading on February 1, 2018, our common stock will begin being quoted on the OTC Markets Group, Inc.’s OTCQB tier under the new symbol “AGHC”. The name change is part of the company’s broader rebranding effort and directly reflects its growth initiatives to enhance its suite of service offerings and to introduce its growing array of services to customers in foreign markets, including Latin America and the Middle East. The change to the company’s trading symbol is also intended to increase its profile within the investment community.

 

Aeon Global Health ’s primary business focus is offering a “personalized medicine” approach to laboratory testing services to provide customers with actionable medical information. Aeon is an innovator in the genomic testing area with a comprehensive menu of genetic tests and a pipeline of additional molecular-based tests in development. The new corporate identity will quickly convey who we are to our target markets.

 

“2018 marks a year of new opportunities for Aeon Global Health,” said Sonny Roshan, Chairman and CEO . “This year, we anticipate advancing our growth trajectory as we expand both our portfolio of services and solutions as well as our market presence and continue to differentiate ourselves while creating a world class brand.”

 

Our new name, Aeon Global Health, conveys our commitment to our customers as an innovator in the laboratory testing and healthcare diagnostics space. It also signals our plans to expand our business into international markets. At Aeon, we offer a broad array of advanced solutions that are well-aligned with long-term healthcare trends as we focus on delivering clinically actionable healthcare data which can lead to improved outcomes for multiple stakeholders. “Our new name expresses our core mission to positively impact patients and physicians through innovation and leadership in the field of healthcare diagnostics , ” Roshan added.

 

 
 

 

Beginning February 1, 2018 all information, including stock trading and market data will be reported under the new ticker symbol, “AGHC”. The CUSIP for our common stock will change to 00774U 107. The name change does not affect the rights of our stockholders. Our current stockholders will not need to exchange their current stock certificates, as the stock certificates reflecting our prior corporate name will continue to be valid.

 

 

About A eon Global Health Corp . :

 

Aeon Global Health Corp. is an emerging leader in the provision of clinically actionable medical informatics. Founded in 2011, Aeon is focused on the delivery of services that exceed federal standards for quality and industry standards for turn-around time. Operating out of a 30,000 square foot facility built to FDA standards in suburban Atlanta, the Company provides a comprehensive menu of diagnostic and laboratory-developed tests as well as interpretative data for a wide range of inherited conditions.

 

Except for historical information, the matters discussed in this press release may be considered "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this release, words such as “believe”, “ anticipate” think”, “intend”, “plan”, “will be”, “expect” or similar expressions identify such forward looking statements. In addition, such statements include declarations regarding the intent, belief or current expectations of the Company and its management, including those related to cash flow, gross margins, revenues, and expenses which are dependent on a number of factors outside of the control of the Company including, for example, the markets for the Company's services, costs of and services, other expenses, government regulations, litigation, and general business conditions. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties that could materially affect actual results. The Company disclaims any obligations to update any forward-looking statement as a result of developments occurring after the date of this press release.