Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 15, 2016, Stevia First Corp. changed its legal name to “Vitality Biopharma , Inc. ” (the “ Company ” ) . The nam e change was effected through a shareholder vote described below in Item 5.07. A copy of the Certificate of Amendment to the Company’s Articles of Incorporation (the “Amendment”) is attached as Exhibit 3.1 hereto. The Amendment also effects the exchange of one (1) share of the Company’s common stock for each 10 shares of common stock currently outstanding or exercisable under any outstanding warrants or option agreements and an increase in the number of shares of authorized common stock from 525,000,000 to 1,000,000,000, which were also effected through the shareholder voted desc r ibed below in Item 5.07.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On Ju ly 15 , 201 6 , Stevia First Corp. (the “Company”) held a Special Meeting of Stockholders (the “ Special Meeting”). The total number of shares represented in person or by proxy at the Special Meeting was 61,257,247 , of the 105,317,074 shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting. The following proposals were voted on at the Special Meeting by the Company’s stockholders :
Proposal No. 1 – Amendment of Articles of Incorporation . The Company’s stockholders approved an amendment to the Company’s Articles of Incorporation, whereby a) the name of the Company would change to Vitality Biopharma, Inc. b) t he Company would exchange one (1) share of the Company’s Common Stock (“Common Stock”) for each 10 shares of Common Stock currently outstanding or exercisable under any outstanding warrants or option agreements ( the “Reverse Split”) and c) the number of shares of authorized common stock would be increased from 525,000,000 to 1,000,000,000 . The votes cast were as follows:
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Votes For |
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Votes Against |
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Votes Abstain ed |
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Broker Non-Votes |
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59,249,272 |
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1,747,810 |
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260,165 |
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- |
Proposal No. 2 – Amendment of 2012 Stock Incentive Plan . The Company’s stockholders approved an a mendment to the Company’s 2012 Stock Incentive Plan (the “Plan”) by increasing the number of the Company’s common shares available for issuance under the Plan from 1,800,000 (after adjusting for the Reverse Split) to 3,600,000 and adding an evergreen provision which, on January 1 of each year, increases the number of the Company’s common shares available for issuance under the Plan by a number equal to 10% of the number of common shares previously available for issuance under the Plan . . The votes cast were as follows:
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Votes For |
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Votes Against |
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Votes Abstain ed |
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Broker Non-Votes |
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58,421,268 |
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2,460,509 |
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375,470 |
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- |
Item 8.01. Other Events.
In connection with the name change, the Company launched a new corporate website: www. vitality.bio . The Company's investor relations information, including press releases and links to the Company's SEC filings, will now be found on this website. The Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the Company's corporate governance documents, including the charters of the committees of the Company's board of directors and Code of Business Conduct, are available on this website.
In connection with the Company's name change to Vitality Biopharma, Inc. , the Company's common stock will cease trading under the ticker symbol “STVF” . On July 20, 2016 , for a period of 20 business days, it will trade under a temporary symbol “STVFD,” and after this period trading will commence under the symbol VBIO. Along with the ticker symbol change, a new CUSIP number of 92849B107 has been assigned to the Company's common stock. Outstanding stock certificates for shares of the Company's common stock are not affected by the name change; they continue to be valid and need not be exchanged.
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On J uly 19 , 2016, the Company issued a press release announcing the name change. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Description |
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3.1* |
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Certificate of Amendment to the Company’s Articles of Incorporation* |
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99.1* |
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Press Release dated July 19, 2016 |
*Filed herewith
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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.
STEVIA FIRST CORP.
Dated: Ju ly 1 9 , 201 6 By: /s/ Robert Brooke
Name: Robert Brooke
Title: Chief Executive Officer
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EXHIBIT INDEX
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Exhibit |
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Description |
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3.1 |
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Certificate of Amendment to the Company’s Articles of Incorporation |
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99.1 |
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Press Release dated July 19, 2016 |
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Certificate of Amendment to Articles of Incorporation
For Nevada Pro f it C orporation
(Pursuant to NRS 78.380 – Before Issuance of Stock)
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1. |
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Name of corporation: |
Stevia First Corp.
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2. |
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The articles have been amended as follows: (provide article numbers, if available) |
On May 4, 2016, the Board of Directors and the holders of a majority of the outstanding common stock voted to:
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1. |
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Change the name of the corporation from Stevia First Corp. to Vitality Biopharma, Inc.: |
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2. |
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Increase the authorized common shares of the corporation from 525,000,000 to 1,000,000; and |
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3. |
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Exchange 1 share of common stock for each 10 shares of outstan d ing common stock. On May 4, 2016, the corporation had 105,617,074 shares of common stock outstanding , par value $0.001. The corporation will have approximately 10,561,708 shares of common stock outstanding, par value $0.001, after the exchange. |
These changes will be effective on June 13, 2016.
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3. |
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The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provision of the articles of inco rpor ation have voted in favor of the amendment is : 50.02% |
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4. |
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Effective date and time of filing: (optional) Date: June 13, 2016 |
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5. |
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Signature: |
/s/ Richard McKilligan, Secretary
Vitality Biopharma Name Change and Corporate Actions Receive Shareholder Approval
LOS ANGELES, CA – ( MARKETWIRED - July 19 , 201 6 ) -- Vitality Biopharma, Inc. (OTCQB: STVF D ) (“Vitality” or the “Company”) a corporation dedicated to the development of cannabinoid prodrug pharmaceuticals, and to unlocking the power of cannabinoids for the treatment of serious neurological and inflammatory disorders, today announced shareholder approval and the effective date of a 1-for-10 reverse stock split and a concurrent name change from Stevia First Corp. to Vitality Biopharma, Inc.
The reverse stock split applies to all of the outstanding shares of the Company ’s common stock, reducing the number of current outstanding shares from 104,202,073 to approximately 10,420,208 shares.
In connection with the Company's name change to Vitality Biopharma, Inc., the Company's common stock will trade under the symbol “STVFD” beginning o n Wednesday, July 20th , and for a period of 20 business days . A fter this period , trading will commence under a new symbol , “VBIO” , which is reflective of the Company’s new name.
“ The recent s hareholder approval of our name change signals broad support for our team’s new focus on drug development,” said Robert Brooke, CEO and Co-Founder of Vitality Biopharma. “ W e have recently discovered a new class of cannabinoid molecules , known as cannabosides, which are prodrugs that enable next-generation cannabinoid pharmaceutical formulations. Through their development , we aim to deliver all the well-established therapeutic properties of cannabinoids in a form that is more convenient and safe for patients.”
Along with the ticker symbol change, a new CUSIP number of 92849B107 has been assigned to the Company's common stock. Outstanding stock certificates for shares of the Company's common stock are not affected by the name change; they continue to be valid and need not be exchanged.
About Vitality Biopharma (OTCQB: STVF D )
Vitality Biopharma is dedicated to unlocking the power of cannabinoids for the treatment of serious neurological and inflammatory disorders. For more information, visit: www.vitality.bio . Follow us on Facebook , Twitter and LinkedIn .
Notice Regarding Forward-Looking Statements
This news release contains "forward-looking statements" as that term is defined in Section 27(a) of the United States Securities Act of 1933, as amended and Section 21(e) of the Securities Exchange Act of 1934, as amended. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such factors include, among others, the inherent uncertainties associated with new projects and development stage companies. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that any beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that any such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K for the most recent fiscal year, our quarterly reports on Form 10-Q and other periodic reports filed from time-to-time with the Securities and Exchange Commission.
Contact
Vitality Biopharma
Investor Relations
info@vitality.bio
1-530-231-7800
www.vitality.bio