Attached files
file | filename |
---|---|
EX-3.1 - AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - Start Scientific, Inc. | ex3_1restatedarticles.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): January 7, 2016
START SCIENTIFIC, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 000-52227 | 20-4910418 |
(State of Other Jurisdiction | (Commission File | (IRS Employer |
Of Incorporation) | Number) | Identification No.) |
521 W. Wilshire Blvd., Suite 101 Oklahoma City, OK |
73116 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (210) 758-5898
(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
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 3.03 Material Modification to Rights of Security Holders
On January 7, 2016, the Board of Directors of Start Scientific, Inc. (the “Company”) approved an amendment and restatement of its Certificate of Incorporation (the “Restatement”). The Restatement amends certain rights, preferences, privileges, and restrictions of the Company’s preferred stock (the “Preferred Stock”). Pursuant to the terms of the Restatement, the Company has increased the conversion rights applicable to each share of Preferred Stock from ten million (10,000,000) to one hundred million (100,000,000). The amended and restated Certificate of Incorporation is attached as an exhibit to this Current Report.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On January 7, 2016, the Board of Directors of the Company approved the Restatement of the Company’s Certificate of Incorporation. The purpose of the Restatement was to:
(i) | Increase the number of authorized shares of Common Stock to 5,000,000,000; |
(ii) | Increase the conversion rights applicable to each share of Preferred Stock from ten million (10,000,000) to one hundred million (100,000,000) |
(iii) | Decrease the par value of the Common and Preferred stock to $0.00001. |
Item 5.07 Submission of Matters to a Vote of Security Holders
As noted in Item 5.03 above, on January 7, 2016, the Board of Directors and holders of a majority of the voting rights of the Company’s capital stock approved the Restatement to effect the following:
(i) | Increase the number of authorized shares of Common Stock to 5,000,000,000; |
(ii) | Increase the conversion rights applicable to each share of Preferred Stock from ten million (10,000,000) to one hundred million (100,000,000) |
(iii) | Decrease the par value of the Common and Preferred stock to $0.00001. |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1 Amended and Restated Certificate of Incorporation of Start Scientific, Inc.
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.
START SCIENTIFIC, INC. | ||
Date: January 19, 2016 | By: /s/ Jim Frazier | |
Jim Frazier | ||
Chief Executive Officer |