Attached files
| file | filename |
|---|---|
| EX-3.1 - EXHIBIT 3.1 - VirtualScopics, Inc. | v381899_ex3-1.htm |
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
Date of report (Date of earliest event reported): June 19, 2014
| VIRTUALSCOPICS, INC. | |
| (Exact Name of Registrant as Specified in Its Charter) | |
| Delaware | |
| (State or Other Jurisdiction of Incorporation) | |
| 000-52018 | 04-3007151 |
| (Commission File Number) | (IRS Employer Identification No.) |
| 500 Linden Oaks, Rochester, New York | 14625 |
| (Address of Principal Executive Offices) | (Zip Code) |
| (585) 249-6231 | |
| (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):
| ☐ | 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)) |
INFORMATION TO BE INCLUDED IN THE REPORT
| Section 5 | Corporate Governance and Management |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 18, 2014, VirtualScopics, Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to decrease its authorized common stock and authorized undesignated preferred stock.
The amendment was approved by stockholders at the Company’s Annual Meeting on June 17, 2014. At the meeting the stockholders approved an amendment to the Certificate of Incorporation, as described in the Company’s Proxy Statement dated April 30, 2014, to decrease its authorized common stock and authorized undesignated preferred stock.
The foregoing summary is qualified in its entirety by reference to the Certificate of Amendment to the Company’s Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
| Section 9 | Financial Statements and Exhibits |
| Item 9.01 | Financial Statements and Exhibits. |
| (c) | Exhibits. |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation of VirtualScopics, Inc. filed with the Secretary of State of the State of Delaware on June 18, 2014. |
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.
| VIRTUALSCOPICS, INC. | |||
| Date: June 19, 2014 | By: | /s/ James Groff | |
| Name: | James Groff | ||
| Title: | Acting Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit No. | Description |
| 3.1 | Certificate of Amendment to the Certificate of Incorporation of VirtualScopics, Inc. filed with the Secretary of State of the State of Delaware on June 18, 2014 |