Attached files
| file | filename |
|---|---|
| EX-3.3 - Rackwise, Inc. | v195530_ex3-3.htm |
| EX-3.1 - Rackwise, Inc. | v195530_ex3-1.htm |
| EX-3.2 - Rackwise, Inc. | v195530_ex3-2.htm |
| EX-10.1 - Rackwise, Inc. | v195530_ex10-1.htm |
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): August 24, 2010
Cahaba
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
333-163172
|
[_____]
|
|
(State or Other
Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
Number)
|
Duluth,
Georgia 30097
(Address
of principal executive offices, including zip code)
678-428-6026
(Registrant’s
telephone number, including area code)
Copy
to:
Adam S.
Gottbetter, Esq.
Gottbetter
& Partners, LLP
488
Madison Avenue, 12th Floor
New York,
NY 10022
Phone: (212)
400-6900
Facsimile: (212)
400-6901
MIB
Digital, Inc.
(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):
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))
Item
3.02 Unregistered Sales of Equity Securities.
The
information contained in Item 8.01 below regarding the issuance of Cahaba Common
Stock (as defined below) is incorporated herein by reference. The
issuance of the shares of Cahaba Common Stock pursuant to the Plan of
Merger (as defined below) was exempt from registration under the
Securities Act of 1933, as amended, as not involving an offer, offer to sell,
offer for sale or sale of securities within the meaning of Section 2(a)(3)
thereof.
Item
3.03 Material Modifications to Rights of Security
Holders.
The
Merger (as defined below) will not materially modify the rights of the
registrant’s shareholders. However, Nevada corporate law will now be applicable
in the determination of the rights of shareholders of the registrant. The
constituent instrument defining the rights of holders of the registrant’s
capital stock will now be the Articles of Incorporation of Cahaba, which are
filed as an exhibit to this report. The information contained in Item
8.01 below is incorporated herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The
Articles of Incorporation of Cahaba (as defined below) and the Certificate of
Merger (as defined below) are filed as an exhibit to this report. The
information contained in Item 8.01 below regarding the provisions adopted and
changed by the amendment and the terms of the authorized capital stock of Cahaba
is incorporated herein by reference.
Item
5.07 Submission of Matters to a Vote of Security Holders
On August
23, 2010, the Board of Directors of MIB Digital, Inc. a Florida corporation
(“MIB”) approved MIB’s entry into an Agreement and Plan of Merger (the “Plan of
Merger”) with Cahaba Pharmaceuticals, Inc., a Nevada corporation
(“Cahaba”). On August 23, 2010, the Plan of Merger was duly approved
by the written consent of stockholders of MIB owning a majority of the
outstanding shares of the common stock, par value $0.0001 per share, of MIB (the
“MIB Common Stock”). The information contained in Item 8.01 below is
incorporated herein by reference.
Item
8.01 Other Events.
On August
24, 2010, MIB, a Florida corporation, merged with and into Cahaba, a Nevada
corporation, with Cahaba as the surviving corporation (the “Merger”), pursuant
to the Plan of Merger. A Certificate of Merger was filed with the
Secretary of State of the State of Nevada on August 24, 2010, to effectuate the
Merger.
The
purpose of the Merger was to re-domicile MIB from Florida to Nevada, and to
effect a recapitalization as described below.
Cahaba
was incorporated on August 20, 2010, for the sole purpose of effecting the
Merger. Cahaba has an authorized share capital of 300,000,000 shares
of common stock, par value $0.001 per share (“Cahaba Common Stock”) and
10,000,000 shares of “blank check” preferred stock, par value $0.001 per
share. Prior to the Merger, Cahaba had one share of its Cahaba Common
Stock outstanding, held by MIB, and therefore was a wholly-owned subsidiary of
MIB. Prior to the Merger, Cahaba had no assets, liabilities or
business.
2
Pursuant
to the Plan of Merger, (i) each share of MIB Common Stock was automatically
converted into eight and one-third (8⅓) shares of Cahaba Common Stock, (ii) the
directors of MIB immediately preceding the Merger become the directors of Cahaba
on and after the effectiveness of the Merger, and (iii) the officers of MIB
immediately preceding the Merger become the officers of Cahaba on and after
the effectiveness of the Merger.
Each
holder of record of a stock certificate evidencing outstanding shares of MIB
Common Stock prior to the Merger (“Old Certificates”) is entitled to receive,
upon surrender of Old Certificates to MIB’s transfer agent for cancellation, a
certificate (a “New Certificate”) evidencing the number of shares of Cahaba
Common Stock into and for which the shares formerly represented by Old
Certificates so surrendered are converted pursuant to the
Merger. From and after the effective date of the Merger, Old
Certificates will represent only the right to receive a New Certificate as
aforesaid. No
fractional shares will be issued; in lieu of any fractional shares to which a
holder would otherwise be entitled Cahaba will round such fraction up to the
next whole integer.
Cahaba,
as the successor registrant, will continue to file reports under Section 15(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the
rules and regulations thereunder.
The
effects of the Merger were as follows:
|
|
1.
|
MIB
was re-domiciled (reincorporated) in Nevada. That is, Cahaba,
as successor to MIB as a result of the Merger, is a Nevada
corporation.
|
|
|
2.
|
MIB
was renamed “Cahaba Pharmaceuticals, Inc.” That is, by
operation of the Merger, Cahaba (Cahaba Pharmaceuticals, Inc.) is the
surviving corporation and successor in interest to
MIB.
|
|
|
3.
|
The
authorized capital stock of MIB was increased to 300,000,000 shares of
Cahaba Common Stock and 10,000,000 shares of “blank check” preferred
stock, from 250,000,000 shares of MIB Common Stock. That is, by
operation of the Merger, the authorized capital stock of Cahaba became the
surviving entity’s authorized capital
stock.
|
|
|
4.
|
The
outstanding capital stock of the surviving corporation, Cahaba, is
85,000,018 shares of Cahaba Common Stock and no shares of preferred stock
of Cahaba.
|
The
Merger does not result in any change in the business, management, location of
principal executive offices, assets, liabilities, net worth, accounting
practices or control of the registrant.
3
Item
9.01 Financial Statements
and Exhibits.
(d) Exhibits
|
Exhibit
Number
|
Description
|
|
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3.1
|
Articles
of Incorporation of MIB Digital, Inc. (incorporated by reference
from Exhibit 3.1 to the registrant’s Form S-1 filed with the
Securities and Exchange Commission on November 18,
2009)
|
|
|
3.2
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*
|
Articles
of Incorporation of Cahaba Pharmaceuticals, Inc.
|
|
3.3
|
*
|
Certificate
of Merger of MIB Digital, Inc., with and into Cahaba Pharmaceuticals,
Inc.
|
|
10.1
|
*
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Agreement
and Plan of Merger between MIB Digital, Inc., and Cahaba Pharmaceuticals,
Inc.
|
* Filed
herewith
4
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.
| Cahaba Pharmaceuticals, Inc | |||
|
Dated: August
30, 2010
|
By:
|
/s/Scott Hughes | |
| Name: Scott Hughes | |||
| Title: President | |||