Attached files
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EX-3 - EXHIBIT 3.14 - ANGEL ACQUISITION CORP. | ex314.htm |
EX-3 - EXHIBIT 3.13 - ANGEL ACQUISITION CORP. | ex313.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report: August 1, 2011
BIOGERON, INC.
(Exact name of registrant as specified in its charter)
Nevada | 06-1588136 |
(State of incorporation) | (IRS Employer ID Number) |
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1802 N. Carson Street, Suite 212-3018, Carson City, Nevada | 89701 |
(Address of principal executive offices) | (Zip Code) |
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(775) 887-0670
(Issuer's telephone number)
ANGEL ACQUISITION CORP.
(Former name, 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:
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Written communications pursuant to Rule 425 under the Securities Act
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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SECTION 3 SECURITIES AND TRADING MARKETS
ITEM 3.03 Material Modification of Rights of Security Holders
On August 2, 2011, the Company filed a Certificate of Change with the Nevada Secretary of State in order to effectuate a one for fifteen thousand nine hundred (1:15,900) reverse stock split (the Reverse Split) and a contemporaneous one for fifteen thousand nine hundred (1:15,900) reduction in the number of the Companys authorized shares of common stock, par value $0.00001 (the "Common Stock"), in accordance with the procedure authorized by Nevada Revised Statutes (NRS) 78.207. The board of directors determined that it would be in the Company's best interest to effect the Reverse Split and approved this corporate action by unanimous written consent. The Reverse Split does not require shareholder approval.
The Certificate of Change is attached as Exhibit 3.13 to this Current Report on Form 8-K and incorporated herein by reference.
SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 1, 2011, the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger whereby the Company (as Angel Acquisition Corp.) merged with its wholly-owned subsidiary, BioGeron, Inc., as a parent/ subsidiary merger with the Company as the surviving corporation. This merger, which became effective as of August 1, 2011, was completed pursuant to NRS 92A.180. Shareholder approval to this merger was not required under NRS 92A.180. In process of the merger, the Company's name has been changed to "BioGeron, Inc." and the Company's Articles of Incorporation have been amended to reflect this name change.
The Articles of Merger are attached as Exhibit 3.14 to this Current Report on Form 8-K and incorporated herein by reference.
In connection with the Reverse Split and name change, we have the following new CUSIP number: 09072F 100. We have submitted the required information to FINRA and expect to receive an effective date and new trading symbol soon for the corporate actions.
SECTION 9 FINANCIAL STATEMENTS AND EXHBITIS
Item 9.01 Exhibits
Exhibit Number | Description |
3.13 | Certificate of Change |
3.14 | Articles of Merger |
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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.
BIOGERON, INC.
Date: August 5, 2011 | /s/ Michael Edwards |
| Michael Edwards, Chief Executive Officer |
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