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EX-99.1 - Intellect Neurosciences, Inc.v217976_ex99-1.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): April 4, 2011
 
Intellect Neurosciences, Inc.
(Exact Name Of Registrant As Specified In Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)
 
333-128226
20-2777006
(Commission File Number)
(I.R.S. Employer Identification No.)
   
7 West 18th Street, New York, NY
10011
(Address of Principal Executive Offices)
(Zip Code)
 
(212) 448-9300
(Registrant’s Telephone Number, Including Area Code)

(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 5.03.  AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGES IN FISCAL YEAR.

On April 4, 2011, Intellect Neurosciences, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation  (the “Certificate of Amendment”), effecting a reverse stock split of the Company’s common stock, par value $0.001 per share, at a ratio of one-for-fifty.  The reverse stock split will be effective on April 12, 2011. The Company’s stockholders approved the Certificate of Amendment on December 15, 2009, and the Company’s Board of Directors authorized the implementation of the reverse stock split on March 25, 2011.

As a result of the reverse stock split, every fifty shares of the Company’s issued and outstanding common stock will be combined into one share of common stock. Any fractional shares resulting from the reverse stock split will be paid in cash to the stockholder. The reverse stock split will reduce the number of the Company’s outstanding shares of common stock from 1,968,280,576 to approximately 39.4 million.  

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

ITEM 8.01.  OTHER INFORMATION.

On April 8, 2011, the Company issued a press release announcing the reverse stock 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 Amendment to Certificate of Incorporation.
     
99.1
 
Press release, dated April 8, 2011.
 
 
 

 
 
SIGNATURE

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.
 
 
INTELLECT NEUROSCIENCES, INC.
 
     
       
 
By:
/s/ Elliot Maza  
  Name:  Elliot Maza  
  Title: Chief Financial Officer  
       
 
Dated:  April 8, 2011