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): May 31, 2018
MOUNT TAM BIOTECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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NEVADA |
333-192060 |
45-3797537 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
7250 Redwood Boulevard, Suite 300
Novato, California 94925
(425) 214-4079
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 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.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 31, 2018, Mount Tam Biotechnologies, Inc. (the “ Company ”), filed a Certificate of Amendment to its Articles of Incorporation (the “ Certificate of Amendment ”) with the Nevada Secretary of State. Pursuant to the Certificate of Amendment, the Company increased its authorized shares of common stock from 100,000,000 to 200,000,000, par value $0.0001 per share (the “ Increase of Authorized Common Stock ”). The Certificate of Amendment became effective upon filing. The foregoing description of the Certificate of Amendment does not purport to be complete. A copy of the Certificate of Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
On May 30, 2018, the holders of a majority of the issued and outstanding voting securities of the Company, acting by written consent pursuant to Section 78.320 of the Nevada Revised Statutes and the Company’s bylaws, approved the following actions (the “ Actions ”):
(1) The Increase of Authorized Common Stock and the Certificate of Amendment.
(2) To permit, but not require, the Board of Directors of the Company to effectuate a reverse stock split of the Company’s common stock, par value $0.0001 per share, by a ratio of not less than one-for-ten (1:10) and not more than one-for-one thousand (1:1,000) (the “ Range ”), with the exact ratio to be set at a whole number within this Range as determined by the Company’s Board of Directors in its sole discretion at a date on or before July 1, 2019.
Specifically, holders of 28,525,427 shares of common stock, or 52.5% of the issued and outstanding voting securities of the Company, approved the Actions.
Item 7.01 Regulation FD Disclosure.
On May 31, 2018, the Company issued a press release regarding the Actions, which is attached hereto as Exhibit 99.1.
The press release included as Exhibit 99.1 will be deemed to be “furnished” rather than “filed,” pursuant to the rules of the Securities and Exchange Commission
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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3.1 |
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99.2 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MOUNT TAM BIOTECHNOLOGIES, INC.
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Date: |
May 31, 2018 |
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By: |
/s/ Richard Marshak |
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Name: |
Richard Marshak |
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Title: |
Chief Executive Officer |
Mount Tam Biotechnologies Announces Stockholder Approvals
NOVATO, CA - (May 31, 2018) - Mount Tam Biotechnologies, Inc. ("Mount Tam" or the “Company”) (OTC PINK: MNTM), a company focused on the discovery and development of novel mTOR inhibitors, is pleased to announce that stockholders holding a majority of the Company’s common stock voted to approve the following actions:
Increase the number of authorized shares of common stock from 100,000,000 to 200,000,000; and
Grant the Company’s board of directors the authority, in the reasonable discretion of the board, to effect a reverse stock split within the next twelve months at a ratio to be determined by the board.
The Company believes that these actions allow for increased flexibility to focus on the key goal of increasing stockholder value, whether through raising additional capital, uplisting, in-licensing or acquiring additional assets, or executing other strategic transactions.
We are grateful to our stockholders for their support,” said Mount Tam CEO Richard Marshak. “The increase in our authorized shares improves the flexibility we have to use newly-authorized shares of our common stock to advance our corporate goals. Further, the ability to execute a reverse stock split is an important step, should the board choose to take it, towards fulfilling the minimum stock price requirement for listing the Company’s common stock to a senior stock exchange. ”
Additional details surrounding these approvals are set forth in the Company’s SEC filings.
About Mount Tam Biotechnologies, Inc.
Mount Tam Biotechnologies
was established to develop, optimize and bring to market novel pharmaceutical products to improve the health and well-being of patients suffering from a range of serious disease states where there is significant unmet need. Mount Tam is focused on the discovery and development of novel mTOR inhibitors, with specific emphasis on developing compounds with unique mTORC1:mTORC2 inhibitory profiles. Mount Tam believes it has an industry leadership position in developing therapeutic products which address aberrations in the mTOR pathway, and is confident that both TAM-01 and TAM-03 are significantly differentiated from currently marketed rapalogs and have the potential to bring significant benefits to patients.
Mount Tam has partnered with the world-renowned Buck Institute for Research on Aging through a worldwide exclusive licensing and collaboration agreement. The licensed assets are highly target-specific polyketides. Mount Tam is advancing its lead asset, TAM-01, toward an Investigational New Drug (IND) application with the FDA and has largely completed non-GLP pre-clinical development. The lead indication for TAM-01 is expected to be the treatment of SLE. Mount Tam is also advancing follow-on compounds through the discovery process and is looking at a broad range of disease areas where novel mTOR inhibitors have been shown to have the potential to address unmet need.
For more information visit www.MountTamBiotech.com
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Forward-Looking Statements:
The information disclosed in this press release is made as of the date hereof and reflects Mount Tam’s most current assessment of its historical position and financial performance. Actual results may differ from those contained herein due to factors outside of the control of Mount Tam. Additionally, this press release may contain certain forward-looking statements and information, as defined within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the Safe Harbor created by those sections.
These forward-looking statements are not guarantees of future performance and are subject to uncertainties and other factors that could cause actual results to differ materially from those expressed in the forward-looking statements including, without limitation, the risks, uncertainties, including the uncertainties surrounding the current market volatility, and other factors Mount Tam identifies from time to time in its filings with the SEC. Forward-looking statements are identified by wording such as "scheduled (future sense)", "intend(s)", "plan(s)", "expect(s)", "believe(s)", "will", "estimate(s)", "anticipate(s)", "expect(s)", "may", "would", "could" or "should" or, in each case, the negative thereof, other variations thereon, or comparable terminology that implies anticipated future performance, timing of an IND application, or the results of any such application. Although Mount Tam believes that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate and, as a result, the forward-looking statements based on those assumptions also could be incorrect. You should not place undue reliance on these forward-looking statements. The forward-looking statements contained in this release are made as of the date hereof, and Mount Tam disclaims any intention or obligation to update the forward-looking statements for subsequent events.
Company Contact:
Jim Stapleton
Chief Financial Officer
jim@mounttambiotech.com
Phone: 425-214-4079
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