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): October 26, 2016
Skyline Medical Inc.
(Exact name of Registrant as Specified in its Charter)
| Delaware | 001-36790 | 33-1007393 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
|
2915 Commers Drive, Suite 900 Eagan, Minnesota |
55121 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant's telephone number, including area code: (651) 389-4800
Former Name or Former Address, if Changed Since Last Report: Not Applicable
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.
On October 26, 2016, Skyline Medical Inc. (the “Company”) filed an amendment to its certificate of incorporation (the “Amendment”) with the Delaware Secretary of State to effect a 1-for-25 reverse split (the “Reverse Split”) of its common stock, par value $0.01 per share and to reduce the number of authorized shares of its common stock to 8,000,000 shares from 200,000,000 shares. The Reverse Split will take effect at 5:00 p.m. New York time on October 27, 2016, and the Company’s common stock will open for trading on October 28, 2016 on a post-split basis.
The filing of the Amendment followed (i) the approval by the Company’s stockholders, at the special meeting of stockholders held on September 15, 2016, of an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of its common stock, at a ratio in the range of 1-for-2 to 1-for-25, such ratio to be determined by the Company’s Board of Directors, and (ii) the subsequent approval by the Company’s Board of Directors of the specific 1-for-25 ratio.
No fractional shares will be issued in connection with the reverse stock split. Stockholders who otherwise would be entitled to receive a fractional share of common stock in connection with the reverse stock split will receive one whole share of common stock by virtue of rounding up such fractional share to the next highest whole share. The Company’s post-Reverse Split common stock has a new CUSIP number: 83084T606, but the par value and other terms of the common stock were not affected by the Reverse Split. The post-Reverse Split common stock will continue to trade on The NASDAQ Capital Market under the symbol “SKLN.”
The Company’s transfer agent, Corporate Stock Transfer, Inc., is acting as exchange agent for the Reverse Split and will send instructions to stockholders of record regarding the exchange of certificates for common stock.
The foregoing description of the amendment to our certificate of incorporation is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description/Exhibit |
| 3.1 | Certificate of Amendment to Certificate of Incorporation, filed with the Delaware Secretary of State on October 26, 2016 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| skyline medical inc. | ||
|
| ||
| By: | /s/ Bob Myers | |
|
Name: Bob Myers Title: Chief Financial Officer | ||
Date: October 27, 2016
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
OF
SKYLINE MEDICAL INC.
(A Delaware Corporation)
Pursuant to Section 242 of the Delaware General Corporation Law, the undersigned, being the Chief Executive Officer of Skyline Medical Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify that the following resolutions were adopted by the Corporation’s Board of Directors and its stockholders as hereinafter described:
RESOLVED: Section 4.1 of the Certificate of Incorporation, as amended, of this Corporation is hereby amended and replaced with the following:
4.1 The total number of shares of stock that the Corporation shall have authority to issue is eight million (8,000,000) shares of common stock, having a par value of one cent ($0.01) per share (“Common Stock”); and twenty million (20,000,000) shares of preferred stock, with a par value of one cent ($0.01) per share (“Preferred Stock”).
FURTHER RESOLVED: Section 4 of the Certificate of Incorporation, as amended, of this Corporation is hereby amended by adding the following:
4.5 On the date of effective date and time of this Certificate of Amendment, the Corporation will effect a reverse stock split (the “Reverse Stock Split”) of its outstanding Common Stock pursuant to which every twenty-five (25) issued and outstanding shares of the Corporation’s Common Stock, par value $0.01 (the “Old Common Stock”) shall be reclassified and converted into one (1) validly issued, fully paid and non-assessable shares of Common Stock, par value $0.01 (the “New Common Stock”). Each certificate representing shares of Old Common Stock shall thereafter represent the number of shares of New Common Stock into which the shares of Old Common Stock represented by such certificate were reclassified and converted hereby. No fractional shares of the Corporation’s Common Stock shall be issued as a result of the Reverse Stock Split. If the Reverse Stock Split would result in the issuance of any fractional share, the Corporation shall issue one whole share in lieu of the fractional share.
FURTHER RESOLVED: That the effective date and time of this Certificate of Amendment shall be October 27, 2016 at 5:00 P.M. New York time.
The foregoing resolution and this Certificate of Amendment were adopted by the Board of Directors of the Corporation pursuant to board resolution approved as of October 26, 2016, in accordance with Section 141 of the Delaware General Corporation Law, and of holders of a majority of the outstanding shares of the Corporation’s voting stock at a meeting of stockholders held on September 15, 2016 in accordance with Section 242 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, the undersigned, being the Chief Financial Officer of this Corporation, has executed this Certificate of Amendment to the Corporation’s Certificate of Incorporation, as amended, as of October 26, 2016.
Skyline Medical Inc.
By: ___/s/ Bob Myers_________________
Bob Myers, Chief Financial Officer