Current Report Filing (8-k)
12 September 2014 - 6:09AM
Edgar (US Regulatory)
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 EARLIEST EVENT REPORTED—September
5, 2014
VG LIFE SCIENCES, INC.
(Exact name of Registrant as specified in
its charter)
DELAWARE
(State or other jurisdiction of incorporation) |
000-26875
(Commission File Number) |
33-0814123
(IRS Employer Identification Number) |
121 Gray Avenue, Suite 200
Santa Barbara, CA 93101
(Address of Principal Executive offices)
(805) 879-9000
(Registrant’s telephone number, including
area code)
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
[_] 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
5.03 Amendment of Articles of Incorporation or Bylaws; Change
in Fiscal Year
On September 5, 2014, pursuant to section 245
of the Delaware General Corporation Law, the Board of Directors caused Restatement and Integration of our Articles of Incorporation
to be filed with the Delaware Secretary of State. The filing did not amend the Articles of Incorporation, but merely restated and
integrated provisions of the Articles of Incorporation that were already in effect. A Copy of the Restated and Integrated Articles
of Incorporation is attached as Exhibit 3.13 to the Form 10-12G/A filed September 10, 2014.
Additionally, on September 5, 2014, pursuant
to its authority to issue preferred stock from time to time in one or more series, with such rights and preferences as designated
by the Board, the Board caused a Certificate of Designation of Series A Preferred Stock to be filed with the Delaware Secretary
of State. At the same time, the Board removed the class of preferred stock designated Series B Preferred Stock.
As a result of these actions, the rights and
privileges of Series A Preferred Stock holders were returned to those that were in effect immediately prior to the creation of
the Series B Preferred Stock, except that the mandatory conversion provision, which provided for conversion of the Series A Preferred
Shares into common stock upon the majority vote of the Series A holders, was removed. There were no Shares of Series B Preferred
Stock outstanding at the time of these actions.
A Copy of the Certificate of Designation of
Series A Preferred Stock is attached as Exhibit 3.14 to the Form 10-12G/A filed September 10, 2014.
This report contains forward-looking statements.
Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations,
strategies, predictions or any other statements related to its future activities or future events or conditions. These statements
are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions
made by management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions
that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted
in the forward-looking statements due to numerous factors, including those risks discussed in the Company’s Annual Report
on Form 10-K and in other documents that it files from time to time with the SEC. Any forward-looking statements speak only as
of the date on which they are made, and the Company does not undertake any obligation to update any forward-looking statement to
reflect events or circumstances after the date of this report, except as required by law.
Exhibit No. |
Description |
3.1 |
Restatement and Integration of Articles of Incorporation, dated September 4, 2014 and filed September 5, 2014 (attached as Exhibit 3.13 to the Form 10-12G/A filed September 10, 2014, and incorporated herein by reference). |
|
|
3.2 |
Certificate of Designation of Series A Preferred Stock, dated September 4, 2014 and filed September 9, 2014 (attached as Exhibit 3.14 to the Form 10-12G/A filed September 10, 2014, and incorporated herein by reference). |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
VG LIFE SCIENCES, INC. |
|
|
Date: September 11, 2014 |
By: /s/ John Tynan |
|
Name: John Tynan |
|
Title: Chief Executive Officer |
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