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 AND EXCHANGE ACT OF 1934

(Date of earliest event reported):

 

March 06, 2013

 

Cardigant Medical Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware, 333-176329, 26-4731758

(State or other jurisdiction

of incorporation) (Commission

File Number) (IRS Employer

Identification)

 

1500 Rosecrans Avenue, St 500

Manhattan Beach, CA 90266

(Address of principal executive office and zip code)

 

(310) 421-8654

(Registrant's telephone number, including area code)

 

Check the appropriate box bellow if the 8-K filing is intended to

simultaneously satisfy the filing obligations of the registrant under

any of the following provisions:

 

Written communication 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)).

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Certificate of Amendment to Restated Certificate of Incorporation; Forward Stock Split

On March 04, 2013, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment of the Company's Restated Certificate of Incorporation (the "Certificate of Amendment") to effect a 2-for-1 forward stock split of its Common Stock (the "Forward Stock Split"), which increased the number of shares of Common Stock issued and outstanding from approximately 11.5 million shares to approximately 23.1 million shares, after giving effect to the Closing as described in Item 3.02 of this Current Report on Form 8-K. The number of authorized shares of Common Stock was also increased from 25,000,000 to 50,000,000. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.

As previously disclosed, the Company's board of directors and majority shareholder approved the option of a forward stock split of the Company's common stock at a ratio of not more than  2-for-1, with the exact ratio to be determined by the board of directors in its discretion. The decision was made to forward split the stock at a ratio of two to one.

The Forward Stock Split became effective as of 5:00pm. PST on March 04, 2013, at which time every one (1) share of issued and outstanding Common Stock automatically converted into two (2) issued and outstanding shares of Common Stock, without any change in the par value per share. In addition, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding options and warrants to purchase shares of Common Stock as of March 04, 2013.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                            Description

3.1                                          Certificate of Amendment to the Company’s Restated Certificate of Incorporation.

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, thereunto duly authorized.

 

Cardigant Medical Inc.

 

By: /s/ Jerett Creed

 

Jerett Creed

 

Title: President and CEO

 

Dated: March 06, 2013

CERTIFICATE OF AMENDMENT

TO THE CERTIFICATE OF INCORPORATION

OF

CARDIGANT MEDICAL INC.

( A Delaware Corporation )

 

Pursuant to Section 242 of the Delaware General Corporations Law, the undersigned, being the Chief Executive Officer of Cardigant Medical Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), does hereby certify that the following resolutions were adopted by the Corporation’s Board of Directors and its stockholders as hereinafter described:

 

RESOLVED: That at the effective time of this amendment, each share of common stock of the Corporation issued and outstanding as of the record date set by the Corporation's Board of Directors shall be subject to a two (2) for one (1) forward split with all fractional shares rounded to the nearest whole share. The effective time of this amendment shall be the close of business on March 04, 2013.

 

RESOLVED: That the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered FOURTH so that, as amended, said Article shall be and read as follows: The total number of shares of stock that the corporation shall have authority to issue is 50,000,000 shares at $0.001 par value.

 

The foregoing resolution and this Certificate of Amendment were adopted by the Board of Directors of the Corporation pursuant to a written consent of the directors of the Corporation dated February 04, 2013 in accordance with Section 141 of the Delaware General Corporation Law, and by the written consent dated February 05, 2013 of the holders of shares of the Corporation’s voting stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted in accordance with Section 228 of the Delaware General Corporation Law.

 

IN WITNESS WHEREOF, the undersigned, being the Chief Executive Officer of this Corporation, has executed this Certificate of Amendment to the Corporation’s Certificate of Incorporation as of March 04, 2013.

 

 

 

 

 

CARDIGANT MEDICAL INC.


 


 


 

 

By:  

/s/ Jerett Creed

 

Jerett Creed, Chief Executive Officer, Director