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):
August 21, 2014
SPECTRASCIENCE, INC.
(Exact name of registrant as specified in its charter)
| Minnesota | 000-13092 | 41-1448837 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||
| 11568-11 Sorrento Valley Road, | ||||
| San Diego, California | 92121 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
| (858) 847-0200 | ||||
| (Registrant’s Telephone Number, Including Area Code) | ||||
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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 21, 2014, SpectraScience, Inc. (the “Company” or “we” or “us” or “our”) held its Annual Meeting of Stockholders in Minneapolis, Minnesota. At that meeting, the stockholders considered and acted upon four proposals pursuant to the Notice of Annual Meeting of Stockholders and as described in more detail in the Company’s definitive proxy statement dated July 21, 2014 (the "Proxy Statement"). Of 171,038,254 shares eligible to vote as of July 11, 2014 (the "Record Date"), the holders of record of 136,002,516 shares were present at the meeting either in person or by proxy.
Proposal No. 1: Election of Directors. By the vote described below, the stockholders elected the following individuals as directors to serve until the next annual meeting of shareholders or until such time as their successors are elected and qualified:
| Director | For | Against | Broker Non-Votes | ||||||||
| Michael Oliver | 70,895,942 | 1,513,031 | 63,593,543 | ||||||||
| MarkMcWilliams | 70,765,032 | 1,643,941 | 63,593,543 | ||||||||
| Sheldon Miller | 70,217,948 | 2,191,025 | 63,593,543 | ||||||||
| Stanley Pappelbaum | 71,719,677 | 689,296 | 63,593,543 | ||||||||
| Chester E. Seivert | 71,203,891 | 1,205,082 | 63,593,543 | ||||||||
| Duwaine Townsen | 70,074,358 | 2,329,615 | 63,593,543 | ||||||||
Proposal No. 2:Amend the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of capital stock from 325,000,000 to 750,000,000, consisting of an increase in authorized shares of common stock from 275,000,000 to 700,000,000:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 69,986,742 | 2,126,591 | 295,640 | 63,593,543 | ||||||||
Proposal No. 3: Ratification of the 2011 Equity Incentive Plan:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 68,473,003 | 3,811,041 | 124,929 | 63,593,543 | ||||||||
Proposal No. 4: Ratification of the Appointment of Independent Registered Public Accountants. By the vote described below, the stockholders ratified the appointment of HJ Associates & Consultants LLP as our independent registered public accountants:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 135,051,799 | 459,196 | 491,521 | N/A | ||||||||
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 thereunto duly authorized.
| SPECTRASCIENCE, INC. | ||
| Date: August 26, 2014 | By: | /s/ Michael P.Oliver |
| Michael P. Oliver | ||
| President and Chief Executive Officer | ||