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EX-3.1 - AMENDMENT TO ARTICLES OF INCORPORATION - ORBSAT CORPex3-1.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): March 5, 2016
 
ORBITAL TRACKING CORP.
(Exact name of registrant as specified in its charter)
 
Nevada 000-25097 65-0783722
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)
 
18851 N.E. 29th Ave., Suite 700
Aventura, Florida 33180
(Address of principal executive offices zip code)

(305) 560-5355
(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 (see General Instruction A.2. below):
 
[  ]  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; Change in Fiscal Year.
 
Item 5.07 Submission of Matters to a Vote of Security Holders.
 
On March 5, 2016, Orbital Tracking Corp.’s (the “Company”) consent solicitation to approve an amendment (the “Amendment”) to its Articles of Incorporation to increase the total number of shares of authorized capital stock to 800,000,000 shares consisting of (i) 750,000,000 shares of common stock and (ii) 50,000,000 shares of preferred stock from 220,000,000 shares consisting of (i) 200,000,000 shares of common stock and (ii) 20,000,000 shares of preferred stock (the “Proposal”) expired in accordance with its terms and the Company received the requisite approvals for Proposal.  The consent solicitation is described in further detail in the Company’s Definitive Proxy Statement on Schedule 14A filed on February 5, 2016 with the Commission.  No meeting of the Company’s security holders was held.  Shareholders of record on January 15, 2016 of the Company’s outstanding common stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (all preferred stock subject to certain beneficial ownership limitations) were entitled to vote on the Proposal.  18,763,233 shares, or approximately 66.86%, of the 28,063,440 shares eligible to vote approved the Proposal.
 
The Amendment was filed with the Nevada Secretary of State and became effective on March 7, 2016. A copy of the Amendment is attached to this Current Report as Exhibit 3.1 and is incorporated by reference herein.
 
The results of the solicitation for the Proposal were as follows:
 
Class or Series
Votes For
Votes Against
Abstain
Broker Non-Votes
Total
        Common
11,443,296
-
6,917,142
966,644
19,327,082
Series B
6,666
-
-
-
6,666
Series C
2,790,706
-
-
-
2,790,706
Series D
2,631,166
-
-
-
2,631,166
Series E
1,224,733
-
1,416,421
-
2,641,154
Series F
666,666
-
-
-
666,666
Total
18,763,233
-
8,333,563
966,644
28,063,440
 
Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
 
 Exhibit No.    Description
 3.1    Amendment to Articles of Incorporation
 
 
 

 

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.
 
Date: March 8, 2016
 
  ORBITAL TRACKING CORP.
   
  By: /s/ David Phipps
  Name: David Phipps
  Title: Chief Executive Officer