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
October 11, 2019
Date of Report
(Date of earliest event reported)
FLEXPOINT SENSOR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation) |
000-54892 (Commission File Number) |
87-0620425 (IRS Employer Identification No.) |
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106 West Business Park Drive, Draper, Utah 84020 (Address of principal executive offices) (Zip code) |
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Registrant’s telephone number, including area code: 801-568-5111
[ ] 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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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None |
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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. [ ]
Section 5 – Corporate Governance and Management
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year
Pursuant to shareholder approval granted at the shareholders meeting held on December 28, 2018, Flexpoint Sensor Systems, Inc. (“the Company”) filed a Certificate of Amendment to its Certificate of Incorporation with the state of Delaware. The Certificate of Amendment became effective on October 11, 2019 and increased the Company’s authorized common stock from One Hundred Million (100,000,000) to Two Hundred Million (200,000,000) with a par value of $0.001. The Company’s Certificate of Amendment continues to provide for 1,000,000 shares of preferred stock, par value of $0.001. No preferred stock has been issued to date.
The Board believes the additional authorized shares of common stock may be used for corporate purposes, such as, raising capital for operations, conversion of debt, stock dividends and possible acquisitions of other technologies or businesses. However, any such future actions must be deemed appropriate by our Board and, if applicable, be approved by other regulatory authorities.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
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No. |
Description |
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Certificate of Amendment to Flexpoint Certificate of Incorporation, dated October 11, 2019 |
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.
FLEXPOINT SENSOR SYSTEMS, INC.
Date: October 14, 2019
/s/ Clark M. Mower
Clark M. Mower
President
Exhibit 3(i).2
State of Delaware
Secretary of State
Division of Corporations
Delivered 02:52 PM 10/11/2019
FILED 02:52 PM 10/11/2019
SR 20197509940 - Filed Number 2300523
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of the Board of Directors of Flexpoint Sensor Systems, Inc. on November 16, 2018, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:
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:
FOURTH: The total number of shares of all classes which the Corporation is authorized to have outstanding is Two Hundred One Million (201,000,000) shares of which Two Hundred Million (200,000,000) shares in the par value of $.001 each, amounting in the aggregate of Two Hundred Thousand Dollars ($200,000) shall be common stock and of which One Million (1,000,000) shares in the par value of $.001 each, amounting in the aggregate to One Thousand Dollars ($1,000) shall be preferred stock.
The board of directors is authorized, subject to limitations prescribed by law, to provide for the issuance of the authorized shares of preferred stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series and the qualifications, limitations or restrictions thereof. The authority of the board with respect to each series shall include, but not be limited to, determination of the following:
(a) The number of shares constituting that series and the distinctive designation of that series;
(b) The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;
(c) Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;
(d) Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;
(e) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or date upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions, and at different redemption rates;
(f) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;
(g) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series;
(h) Any other relative rights, preferences and limitations of that series, unless otherwise provided by the certificate of determination.
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
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.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 11th day of October, 2019.
By: /s/ Clark M. Mower
Authorized Officer
Title: President
Name: Clark M. Mower