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EX-3 - EXHIBIT 3.1 - VERITEQex3-1.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): August 27, 2014

 

VERITEQ CORPORATION
(Exact name of registrant as specified in its charter)

 

 

 

 

 

DELAWARE

 

000-26020

 

43-1641533

(State or other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

220 CONGRESS PARK DRIVE, SUITE 200
DELRAY BEACH, FLORIDA

 

33445

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

Registrant’s telephone number, including area code: 561-846-7000

 

 

DIGITAL ANGEL CORPORATION

(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:

 

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))

 

 

 
 

 

 

 Item 5.03. Amendments to Articles of Incorporation or Bylaws

 

On August 27, 2014, VeriTeQ Corporation (the “Company”) filed an Amended and Restated Certificate of Incorporation (the “Certificate”) with the Secretary of State of the State of Delaware effecting an increase in the number of shares of the Company’s authorized common stock, par value $0.01 per share, from 50,000,000 shares to 500,000,000 shares and a reduction in the par value of its preferred stock from $10.00 per share to $0.01 per share. A copy of the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

       

(d)

Exhibits

   
 

Exhibit

Number

 

Description

 

3.1

 

Amended and Restated Certificate of Incorporation of VeriTeQ Corporation

       

 

 
 

 

 

 

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.

 

 

VeriTeQ Corporation

 

 

 

 

 

Date: September 2, 2014    /s/ Scott R. Silverman  
     

 

     Scott R. Silverman  

 

     Chief Executive Officer  

 

 

 
 

 

 

Exhibit Index

 

 

 

Exhibit

Number

 

Description

 

3.1

 

Amended and Restated Certificate of Incorporation of VeriTeQ Corporation