UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 7, 2016
ADVANCED MEDICAL ISOTOPE CORP.
(Exact name of Registrant as specified in its Charter)
| Delaware | 00-53497 | 80-0138937 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
1021 N. Kellogg Street, Kennewick, WA 99336
(Address of principal executive offices)
(509) 736-4000
(Registrant’s Telephone Number)
Not Applicable
(Former name or 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 (see General Instruction A.2. below):
| [ ] | 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)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective October 7, 2016, Advanced Medical Isotope Corporation (the “ Company ”) filed a certificate of amendment to its Certificate of Incorporation, a copy of which is attached hereto as Exhibit 3.1 (the “ Amendment ”), with the Delaware Division of Corporations to effect a 1-for-100 reverse split of its authorized shares of Common Stock (the “ Reverse Split ”). The Reverse Split will not impact the Company’s authorized shares of common stock, which currently remains at 2.0 billion shares.
The Reverse Split was approved by written consent of a majority of the Company’s shareholders on October 14, 2015. More information on the Reverse Split can be found in the Company’s definitive information statement, filed with the Securities and Exchange Commission on December 14, 2015, and mailed to each of the Company’s shareholders on or about the same date.
The Reverse Split was announced by the Financial Industry Regulatory Authority (“ FINRA ”) on October 7, 2016, and became effective on the OTC Pink Marketplace at the opening of trading on October 11, 2016 under the symbol “ADMDD”. The “D” will appear on the Company’s ticker symbol for the next 20 business days. After 20 business days, the Company’s common stock will resume trading under the symbol “ADMD”. The Company’s new CUSIP number is 00765X 201.
Item 9.01 Financial Statements and Exhibits.
See Exhibit Index.
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.
| ADVANCED MEDICAL ISOTOPE CORP. | ||
| Date: October 17, 2016 | By: | /s/ James C. Katzaroff |
| James C. Katzaroff | ||
| Chairman and Chief Executive Officer | ||
EXHIBIT INDEX
| Exhibit Number | Description | |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation of Advanced Medical Isotope Corporation, effective October 7, 2016 |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
Advanced Medical Isotope Corporation, organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST : That the Board of Directors of Advanced Medical Isotope Corporation adopted a proposed amendment of the Certificate of Incorporation of said corporation to effectuate a reverse stock split, declaring said amendment to be advisable.
The proposed amendment reads as follows:
Article IV is hereby amended by striking the first paragraph in its entirety and replacing it with the following:
1. Authorized Shares. The Corporation is authorized to issue a total of 2,020,000,000 shares in two classes designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of Common Stock authorized to be issued is 2,000,000,000 shares, $0.001 par value per share. The total number of shares of Preferred Stock authorized to be issued is 20,000,000 shares, $0.001 par value per share.
and by adding the following paragraph immediately after the new first paragraph of Article IV:
Upon effectiveness (the “ Effective Time ”) of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, each one hundred (100) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the “ Consolidation ”). No fractional shares shall be issued in connection with the Consolidation. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“ Old Certificates ”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined.
SECOND: That, pursuant to a resolution of its Board of Directors, and in accordance with Section 228 of the General Corporation Law of the State of Delaware, consents, in writing, executed by stockholders owning in excess of 50% of the Corporation’s voting securities have been delivered to the Corporation, voting in favor of the amendment to the Corporation’s Certificate of Incorporation to provide for a reverse stock split.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
FOURTH : That said amendment will have an Effective Time of 5:00 pm, Eastern Time, on October 7, 2016.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 23rd day of September, 2016.
| By: | /s/ James C. Katzaroff | |
| Name: | James C. Katzaroff | |
| Title: | Chief Executive Officer |