Attached files
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| EX-3.1 - THIRD CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PERSEON CORPORATION - BSD Medical Corp | perseonexh31.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, 2015
PERSEON CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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001-32526
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75-1590407
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2188 West 2200 South
Salt Lake City, Utah 84119
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (801) 972-5555
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.03 Material Modification to Rights of Security Holders.
As previously announced in our Current Report on Form 8-K dated May 13, 2015, at a special meeting of the stockholders of Perseon Corporation (the “Company”) the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse split of the Company’s common stock, par value $0.001 (the “Common Stock”) and authorized the Board of Directors (the “Board”) to, at their sole discretion, select a ratio of between 1-for-6 and 1-for-12, inclusive.
The Board has determined to set the reverse stock split ratio at 1-for-10 (the “Reverse Stock Split”) and approved the final form of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effectuate the Reverse Stock Split. The Reverse Stock Split will become effective as of 12:01 a.m., Eastern Time on June 23, 2015 (the “Effective Time”), pursuant to a Certificate of Amendment filed with the Secretary of State of the State of Delaware on June 19, 2015. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. This discussion is qualified in its entirety by reference to the full text of the Certificate of Amendment.
In connection with the Reverse Stock Split, the CUSIP number of the Common Stock will be changed to 715270 203. The Common Stock will begin trading on The Nasdaq Capital Market on a split-adjusted basis on June 23, 2015.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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EXHIBIT NUMBER
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DESCRIPTION
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3.1
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Third Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Perseon Corporation
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SIGNATURE
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.
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PERSEON CORPORATION
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Date: June 22, 2015
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By:
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/s/ William S. Barth
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William S. Barth
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Chief Financial Officer
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