Amarillo Biosciences, Inc. (OTCMKTS:AMAR) Files An 8-K Unregistered Sales of Equity Securities

ME Staff 8-k

7 years ago

Amarillo Biosciences, Inc. (OTCMKTS:AMAR) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02. Unregistered Sales of Equity Securities.

On April 25, 2018, the Company placed 2,884,132 shares of its unregistered voting common stock. The aggregate offering price of these shares was $721,033 ($.25 per share), the consideration was cash, and no underwriting discounts were paid or given. The sale and issuance of the voting common stock are exempt from registration under the Securities Act of 1933 (the "Act") to Rule 506 (b) of Regulation D promulgated under the Act. The conditions of Rules 501, 502, and 506 were met with respect to the offering, and the Form D for the $.25 offering has previously been filed with the SEC.

Item 5.02. Election of New Director.

On April 25, 2018, Edward L Morris, Corporate Secretary and General Counsel, was elected to serve as a Director of the Company until his successor shall have been duly elected and qualified. There is no arrangement or understanding between the new director and any other persons, to which he was selected as a director. It is not expected that Mr. Morris will be named to any committees of the Board of Directors.

Item 5.03. Amendment to Bylaws.

On April 25, 2018, the Board of Directors of the Company amended the last sentence of Article II, Section 1 of the Company's Bylaws. Prior to the change, the Directors could fill vacancies in the Board, unless they were created by an increase in the number of Directors. to the amendment, that provision in the Bylaws now reads as follows: "In case of any increase in the number of directors, the additional directors shall be elected at an annual or special meeting of shareholders called for that purpose or by the board of directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that during a period between two successive annual meetings of shareholders, the board of directors may not fill more than two vacancies created by an increase in the number of directors."

About Amarillo Biosciences, Inc. (OTCMKTS:AMAR)
Amarillo Biosciences, Inc. is engaged in the business of biopharmaceutical research and development. The Company develops biologics for the treatment of human and animal diseases. The Company’s focus is research aimed at the treatment of human disease indications, particularly influenza, hepatitis C, thrombocytopenia and other indications using natural human interferon alpha that is administered in a low dose oral form. The Company owns or licenses approximately two issued patents related to the low-dose oral delivery of interferon and it owns an issued patent on its dietary supplement, Maxisal. It has a pending patent, which applies low dose oral interferon to the treatment of Thrombocytopenia.