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EX-3.1 - CERTIFICATE OF AMENDMENT - Sonoma Pharmaceuticals, Inc.oculus_8k-ex0301.htm









Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) June 24, 2016



(Exact name of registrant as specified in its charter)


Delaware   001-33216   68-0423298
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)


1129 N. McDowell Blvd, Petaluma, CA   94954
(Address of principal executive offices)   (Zip Code)


(707) 283-0550

(Registrant’s telephone number, including area code)


Not applicable.

(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 (see General Instruction A.2. below):


oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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.


Effective June 24, 2016, 5:00 pm ET, we filed a Certificate of Amendment with the Secretary of State of the State of Delaware in order to effect a 1-for-5 reverse stock split of our outstanding common stock. The number of our authorized shares of common stock was also proportionally decreased by a ratio of 1-for-5 from 60 million to 12 million.


The reverse stock split was approved by our stockholders on June 29, 2015. On June 2, 2016, the Board of Directors selected the 1-for-5 reverse stock split ratio and authorized the implementation of the reverse stock split.


The Certificate of Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and its terms are incorporated herein by reference.




Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.


3.1Certificate of Amendment of Restated Certificate of Incorporation of Oculus Innovative Sciences, Inc., as amended, dated and filed June 21, 2016 (filed herewith).





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.


  Oculus Innovative Sciences, Inc.
Date: June 28, 2016 /s/ Robert Miller
  Name:  Robert Miller
  Title:    Chief Financial Officer