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EX-99.1 - EX-99.1 - Q Therapeutics, Inc.d839523dex991.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): December 15, 2014

 

 

Q THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-52062   20-3708500

(State or other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

615 Arapeen Drive, Suite 102

Salt Lake City, UT

  84108
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (801) 582-5400

N/A

(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 5.07. Submission of Matters to a Vote of Security Holders.

The disclosure set forth in Item 8.01 is incorporated herein by reference.

Item 8.01 Other Events.

On December 9, 2014, the Board of Directors of Q Therapeutics, Inc. (the “Company”) approved the addition of 6,250,000 shares of the Company’s common stock to the pool of shares reserved for issuance pursuant to the Company’s 2011 Equity Incentive Compensation Plan (the “Plan”) and authorized the officers to solicit the consent of the Company’s stockholders to increase the number of shares authorized for issuance pursuant to the Plan.

On December 15, 2014, stockholders representing approximately 68.1% of the issued and outstanding voting capital stock of the Company accepted our Board of Directors’ recommendation and voted by written consent to approve the increase of 6,250,000 shares of the common stock of the Company to the pool of shares reserved for issuance under the Plan, from 3,987,529 to 10,237,529 shares.

The foregoing summary is qualified in its entirety by reference to the full text of the written consent, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

Number

  

Exhibit

99.1    Action by Consent of Stockholders.


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.

 

Date: December 19, 2014     Q THERAPEUTICS, INC.
    By:  

/s/ DEBORAH A. EPPSTEIN

      Deborah A. Eppstein, PhD
      Title: Chief Executive Officer, President
      (Principal Executive Officer)


EXHIBIT INDEX

Q THERAPEUTICS, INC.

 

Number

  

Exhibit

99.1    Action by Consent of Stockholders.