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

 

Date of report (Date of earliest event reported): October 17, 2017

 

 

DTHERA SCIENCES

(Exact Name of Registrant as Specified in Charter)

 

Nevada 333-191175 90-0925768
(State or Other Jurisdiction of Incorporation) Commission File Number (IRS Employer Identification No.)

 

7310 Miramar Rd Suite 350., San Diego, CA 92126
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (858) 215-6360

 

 

(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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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    x

 

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.
Item 5.07 Submission of Matters to a Vote of Security Holders.

 

Amendment to Articles of Incorporation to Increase Authorized Capital

 

On October 12, 2017, Dthera Sciences (the “Company”) received approval from the holders of a majority of the outstanding shares of common stock of the Company to amend the Company’s Articles of Incorporation, as amended to date, to increase the authorized capital stock of the Company. The Company’s Board of Directors had considered amending the Articles of Incorporation to increase the authorized common stock of the Company from 66,666,667 shares to 600,000,000 shares, and to increase the authorized preferred stock from 1,000,000 to 20,000,000 shares. On September 15, 2017, the Board of Directors approved the amendment and recommended it to the shareholders of the Company.

 

On October 12, 2017, the Company received the written consent to approve the amendment from the holders of 24,725,042 shares of the Company’s common stock, equal to 53.93% of the total outstanding shares of the Company’s common stock.

 

Subsequently, on October 17, 2017, the Company filed its Certificate of Amendment (the “Amendment”) with the Secretary of State of Nevada. Following the filing of the Amendment, the Company is authorized to issue up to 600,000,000 shares of common stock and 20,000,000 shares of preferred stock.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No. Description
3(i) Certificate of Amendment

 

 

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.

 

 

  Dthera Sciences
   
Date: October 20, 2017  
  By: /s/ Edward Cox                            
  Name: Edward Cox
  Title: Chief Executive Officer

 

Exhibit 3(i)

 

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street

Carson City, Nevada 89701-4201

(775) 684-5708

Website: www.nvsos.gov

 

 

 

    Filed in the office of Document Number
20170439169-82
Certificate of Amendment   /s/ Barbara K. Cegavske Filing Date and Time
(PURSUANT TO NRS 78.385 and 78.390)   Barbara K. Cegavske 10/17/2017   10:30 AM
    Secretary of State Entity Number
    State of Nevada E0663022012-1

 

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

 

1. Name of Corporation:

 

DTHERA SCIENCES

 

2. The articles have been amended as follows:

 

The existing Article III should be deleted and replaced in its entirety with the following:

 

ARTICLE III

CAPITAL STRUCTURE

 

Section 1. Authorized Capital. The Corporation is authorized to issue two classes of stock to be designated, respectively, Common Stock ("Common Stock") and Preferred Stock ("Preferred Stock"). The total number of shares of Common Stock that the Corporation shall have authority to issue is Six Hundred Million (600,000,000). The total number of shares of Preferred Stock the Corporation shall have authority to issue is Twenty Million (20,000,000). The common stock shall have a par value of $0.001 and the Preferred Stock shall have a par value of $0.001 (continued below).

 

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is:         24,725,042 (53.93%)

 

4. Effective date and time of filing:      Date:                          Time:

 

5. Signature:

 

/s/ Edward Cox                    

 

* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

 

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Section 2. Common Stock . The Common Stock of the Corporation shall be non assessable and shall have the following powers, rights, qualifications, limitations and restrictions.

 

1. The holders of the Common Stock shall be entitled to one vote for each share of Common Stock held by them of record at the time for determining the holders thereof entitled to vote.

 

2. After the requirements with respect to the preferential dividends of Preferred Stock, if any, shall have been met and after this Corporation shall comply with the requirements, if any, with respect to the setting aside of funds as sinking funds or redemption or purchase accounts and subject further to any other conditions which may be affixed in accordance with the provisions hereof, then but not otherwise, the holders of Common Stock shall be entitled to receive such dividends, if any, as may be declared from time to time by the Board of Directors; and

 

3. After distribution in full of the preferential amount, if any, to be distributed to the holders of Preferred Stock in the event of a voluntary or involuntary liquidation, distribution or sale of assets, dissolution or winding up of this Corporation, the holders of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation, tangible and intangible, of whatever kind available for distribution to stock holders, ratably in proportion to the number of shares of Common Stock held by each.

 

Section 3. Preferred Stock . The Corporation, by resolution of its Board of Directors, may divide and issue the Preferred Stock in series. Preferred Stock of each series when issued shall be designated to distinguish them from the shares of all other series. The Board of Directors is hereby expressly vested with the authority to divide the class of Preferred Stock into series and to fix and determine the relative rights and preferences of the shares of any such series so established to the full extent permitted by these Articles of Incorporation and the Nevada Revised Statutes in respect to the following:

 

1.       The number of shares to constitute such series, and the distinctive designations thereof;

 

(a) The rate and preference of dividends, if any, the time of payment of dividends, whether dividends are cumulative and the date from which any dividend shall accrue;

(b) Whether shares may be redeemed and, if so, the redemption price and the terms and conditions of redemption;

(c) The amount payable upon shares in event of involuntary liquidation;

(d) The amount payable upon shares in event of voluntary liquidation;

(e) Sinking fund or other provisions, if any, for the redemption or purchase of shares;

(f) The terms and conditions on which shares may be converted, if the shares of any series are issued with the privilege of conversion;

(g) Voting powers, if any; and

(h) Any other relative rights and preferences of shares of such series, including, without limitation, any restriction on an increase in the number of shares of any series theretofore authorized and any limitation or restriction of rights or powers to which shares of any future series shall be subject.

 

Section 4.. Assessment and Consideration The capital stock, after the amount of the subscription price has been paid in, shall not be subject to assessment to pay the debts of the Corporation.

 

Section 5. Issuance of Additional Stock . Any stock of the Corporation may be issued for money, property, services rendered, labor done, cash advances for the Corporation, or for any other assets of value in accordance with the action of the Board of Directors, whose judgment as to value received in return therefore shall be conclusive and, upon the receipt of said consideration, when issued shall be fully paid and nonassessable shares.

 

 

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