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): March 24, 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 in Fiscal Year.

 

On March 24, 2020, Sigma Labs, Inc. (the “Company”) adopted an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective as of that date. The Amendment authorized the Company to hold annual and special meetings solely by means of remote communication (Article II, Section 1 of the Bylaws).

 

The Amendment is filed as Exhibit 3.1 hereto and is incorporated by reference into this Item 5.03. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment.

 

Item 8.01 Other Events.

 

On March 25, 2020, the Company issued a press release with respect to the change in the format of the Company’s Special Meeting of Stockholders to be held on March 27, 2020 due to the current situation regarding the public health impact of the COVID-19 pandemic and limitations within the state of New Mexico on all non-essential gatherings of individuals. 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   Amendment Number Two to Amended and Restated Bylaws of Sigma Labs, Inc.
99.1   Press Release of Sigma Labs, Inc., dated March 25, 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: March 25, 2020 SIGMA LABS, INC.
     
  By: /s/ John Rice
  Name: John Rice
  Title: President and Chief Executive Officer

 

   

 

 

 

Exhibit 3.1

 

Amendment Number Two to Amended and Restated Bylaws of Sigma Labs, Inc.

(A Nevada Corporation)

The Amended and Restated Bylaws (the “Bylaws”) of Sigma Labs, Inc. are hereby amended as follows:

 

1. Article II, Section 1 of the Bylaws is hereby amended and restated to read in its entirety as follows:

 

“All meetings of the stockholders shall be held at any place within or outside the State of Nevada as shall be designated from time to time by the Board of Directors. Notwithstanding anything to the contrary in the Bylaws, in the absence of any such designation, stockholders’ meetings shall be held at the principal executive office of the Corporation; provided, however, that in lieu of holding an annual or special meeting of stockholders at a designated place, the Board of Directors, may, in its sole discretion, determine that any meeting of stockholders may be held solely by means of remote communication. For the purpose of this Section 1, “remote communication” shall mean electronic communications, videoconferencing, teleconferencing or other available technology where this Corporation has implemented reasonable measures to: (a) verify the identity of each person participating through such means as a stockholder; and (b) provide the stockholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to communicate, and to read or hear the proceedings of the meetings in a substantially concurrent manner with such proceedings.”

 

Except as amended hereby, the Amended and Restated Bylaws of Sigma Labs, Inc. shall remain in full force and effect.

 

I, Frank Orzechowski, hereby certify that the forgoing Amendment Number Two to Amended and Restated Bylaws of Sigma Labs, Inc. was duly adopted by written consent of the Board of Directors of Sigma Labs, Inc., effective as of March 24, 2020.

 

    /s/ Frank Orzechowski
  Name: Frank Orzechowski,
    Secretary

 

   

 

 

Exhibit 99.1

 

 

Sigma Labs Announces Virtual Format Change for 2020 Special Meeting of Stockholders

 

Special Meeting of Stockholders Shifted to Virtual Format Due to COVID-19 Pandemic Related Health Concerns

 

SANTA FE, NM - March 25, 2020 - Sigma Labs, Inc. (NASDAQ: SGLB) (“Sigma Labs” or the “Company”), a leading developer of quality assurance software for the commercial 3D printing industry, announced today that, due to the current situation regarding the public health impact of the COVID-19 pandemic and limitations within the state of New Mexico on all non-essential gatherings of individuals, the Company has changed the format of its special stockholders meeting from a physical in-person meeting to a virtual webcast, and invites stockholders to participate remotely.

 

The special stockholders meeting will be held at 10:00 a.m. Mountain time on March 27, 2020 via webcast. Please see below for full details:

 

Sigma Labs Virtual Special Stockholders Meeting

 

Date: March 27, 2020
Time: 10:00 a.m. Mountain time
Webcast Link: http://www.viewproxy.com/SigmaLabsInc/2020SM/vm/

 

Attending the Virtual Special Meeting

 

Both stockholders of record and stockholders who hold their shares in “street name” will need to register to be able to attend the Special Meeting via live audio webcast, submit their questions during the meeting and vote their shares electronically at the Special Meeting by following the instructions below.

 

If you are a stockholder of record, you must:

 

● First register at http://www.viewproxy.com/SigmaLabsInc/2020SM by 11:59 p.m. (EDT) on March 26 2020. You will need to enter your name, phone number, virtual control number (included on your proxy card) and email address as part of the registration, following which, you will receive an email confirming your registration, as well as the password to attend the Special Meeting.
   
● On the day of the Special Meeting, if you have properly registered, you may enter the Special Meeting by logging in using the password you received via email in your registration confirmation at http://www.viewproxy.com/SigmaLabsInc/2020SM/vm/ (you will need the virtual control number included on your proxy card).
   
● If you wish to vote your shares electronically at the Special Meeting, you will need to visit www.AALvote.com/sglbsm during the Special Meeting while the polls are open (you will need the virtual control number included on your proxy card).

 

 

 

 

 

If your shares are held in a “street name,” you must:

 

● Obtain a legal proxy from your broker, bank or other nominee.
   
● Register at http://www.viewproxy.com/SigmaLabsInc/2020SM by 11:59 p.m. (EDT) on March 26, 2020.

 

You will need to enter your name, phone number and email address, and provide a copy of the legal proxy (which may be uploaded to the registration website or sent via VirtualMeeting@viewproxy.com as part of the registration, following which, you will receive an email confirming your registration, your virtual control number, as well as the password to attend the Special Meeting.

 

Please note, if you do not provide a copy of the legal proxy, you may still attend the Special Meeting, but you will be unable to vote your shares electronically at the Special Meeting.

 

● On the day of the Special Meeting, if you have properly registered, you may enter the Special Meeting by logging in using the password you received via email in your registration confirmation at http://www.viewproxy.com/SigmaLabsInc/2020SM/vm/ (you will need the virtual control number assigned to you in your registration confirmation email).
   
● If you wish to vote your shares electronically at the Special Meeting, you will need to visit http://www.AALvote.com/sglbsm during the Special Meeting while the polls are open (you will need the virtual control number assigned to you in your registration confirmation email).

 

Technical Difficulties

 

We will have technicians ready to assist you with any technical difficulties you may have accessing the Special Meeting live audio webcast. Please be sure to check in by 9:30 a.m. (MDT) on March 27, 2020, the day of the Special Meeting, so we may address any technical difficulties before the Special Meeting live audio webcast begins. If you encounter any difficulties accessing the Special Meeting live audio webcast during the check-in or meeting time, please email VirtualMeeting@viewproxy.com or call 866-612-8937

 

Further information regarding this change to the format of the special meeting can be found in the proxy supplement filed by the Company with the Securities and Exchange Commission on March 25, 2020.

 

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 March 24, 2020 and which may be viewed at www.sec.gov.

 

Company/Proxy Contact:

 

Steven Gersten
Sigma Internal IR
investors@sigmalabsinc.com

 

Investor Contact:

 

Chris Tyson

Managing Director

MZ Group - MZ North America

949-491-8235

SGLB@mzgroup.us

www.mzgroup.us