Exhibit 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 26, 2020
SIGMA LABS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-38015 | 27-1865814 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
3900 Paseo del Sol
Santa Fe, New Mexico 87507
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (505) 438-2576
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 (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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | SGLB | The NASDAQ Stock Market LLC | ||
| Warrants to Purchase Common Stock, par value $0.001 per share | SGLBW | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company 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 of Fiscal Year. |
On February 26, 2020, Sigma Labs, Inc. (the “Company”) filed a Certificate of Change to its amended and restated articles of incorporation with the Nevada Secretary of State. This filing effected a 1-for-10 reverse stock split (the “Reverse Split”) of the Company’s Common Stock and a corresponding decrease in the number of shares of the Company’s Common Stock that the Company is authorized to issue, effective as of 11:59 pm on February 27, 2020. The Reverse Split combined each ten shares of the Company’s issued and outstanding Common Stock into one share of Common Stock. No fractional shares were issued in connection with the Reverse Split, and any fractional shares resulting from the Reverse Split were rounded up to the nearest whole share. All stock options, warrants, shares issuable upon conversion of the Company’s preferred stock and stock awards of the Company outstanding immediately prior to the Reverse Split will be adjusted in accordance with their terms.
The Certificate of Change is filed as Exhibit 3.1 hereto and is incorporated by reference into this Item 5.03.
| Item 8.01 | Other Events. |
On February 27, 2020, the Company issued a press release with respect to the Reverse Split. 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 |
| Number | Description | |
| 3.1 | Certificate of Change Pursuant to NRS 78.209. | |
| 99.1 | Press Release of Sigma Labs, Inc., dated February 27, 2020. |
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.
| Date: February 28, 2020 | SIGMA LABS, INC. | |
| By: | /s/ John Rice | |
| Name: | John Rice | |
| Title: | President and Chief Executive Officer | |
Exhibit 3.1
Exhibit 99.1
Sigma Labs Announces Reverse Stock Split to Regain Nasdaq Compliance
SANTA FE, NM – February 27, 2020 – Sigma Labs, Inc. (NASDAQ: SGLB) (“Sigma Labs” or the “Company”), a leading developer of quality assurance software for the commercial 3D printing industry, will effect a one-for-ten reverse stock split of its outstanding common stock to regain compliance with the minimum $1.00 bid price per share requirement of Nasdaq Listing Rule 5550(a)(2).
The Company’s common stock will begin trading on the Nasdaq Capital Market on a split adjusted basis when the market opens on Friday, February 28, 2020 and will continue to trade under the symbol “SGLB.” The new CUSIP number for the common stock following the reverse stock split will be 826598500. The number of shares of common stock that Sigma Labs is authorized to issue will correspondingly decrease from 22,500,000 shares to 2,250,000 shares.
The reverse stock split uniformly affects all issued and outstanding shares of the Company’s common stock and will not alter any stockholder’s percentage ownership interest in the Company, except to the extent that the reverse stock split results in fractional interests. No fractional shares will be issued in connection with the reverse stock split. Stockholders will be issued one whole share of common stock in exchange for any fractional interest that such stockholder would have otherwise received as a result of the reverse stock split. The par value of the Company’s common stock will remain unchanged at $0.001 per share after the reverse stock split.
The reverse stock split will reduce the number of shares of common stock issued and outstanding from 14,500,823 shares to 1,450,083 shares, plus any shares to be issued in exchange for fractional interests. The reverse stock split proportionately affects the number of shares of common stock available for issuance under the Company’s equity incentive plans. All options, warrants, shares issuable upon conversion of the Company’s preferred stock and stock awards of the Company outstanding immediately prior to the reverse stock split will be adjusted in accordance with their terms.
The Company’s transfer agent, Issuer Direct Corporation, is acting as the exchange agent for the reverse stock split. Issuer Direct Corporation will provide instructions to stockholders of record regarding the exchange of stock certificates, as applicable, but such exchange is not required. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares. Shareholders with questions may contact the Company’s transfer agent by calling 801-272-9294.
About Sigma Labs
Sigma Labs, Inc. (NASDAQ: SGLB) is a leading provider of quality assurance software to the commercial 3D printing industry under the PrintRite3D® brand. Founded in 2010, Sigma is a software company that specializes in the development and commercialization of real-time computer aided inspection (CAI) solutions known as PrintRite3D® for 3D advanced manufacturing technologies. Sigma Labs’ advanced computer-aided software product revolutionizes commercial additive manufacturing, enabling non-destructive quality assurance mid-production, uniquely allowing errors to be corrected in real-time. For more information, please visit www.sigmalabsinc.com.
Forward-Looking Statements
This press release contains “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 (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project,” “prospects,” “outlook,” and similar words or expressions, or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could” are generally forward-looking in nature and not historical facts. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from any anticipated results, performance or achievements. The Company disclaims any intention to, and undertakes no obligation to, revise any forward-looking statements, whether as a result of new information, a future event, or otherwise. For additional risks and uncertainties that could impact the Company’s forward-looking statements, please see the Company’s Annual Report on Form 10-K (including but not limited to the discussion under “Risk Factors” therein) filed with the SEC on April 1, 2019 and which may be viewed at www.sec.gov.
Contacts:
Media Contact:
Julia Wakefield
Vice President
Rubenstein Public Relations
212-805-3021
jwakefield@rubensteinpr.com
www.rubensteinpr.com
Investor Contact:
Chris Tyson
Managing Director
MZ Group - MZ North America
949-491-8235
SGLB@mzgroup.us
www.mzgroup.us