Bioptix, Inc. (NASDAQ:BIOP) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02. Unregistered Sales of Equity Securities.
Bioptix, Inc. (NASDAQ:BIOP) Files An 8-K Unregistered Sales of Equity Securities
Item 5.03. Amendments to Articlesof Incorporationor Bylaws; Changes in Fiscal Year.
Effective September 19, 2017, Bioptix, Inc. (the “Company”) changed its state of incorporationfrom Colorado to Nevada (the “Reincorporation”). As of that date, the rights of the Company’s stockholdersbegan to be governed by the Nevada corporation laws, the Nevada Articles of Incorporation and the Nevada By-Laws.The Nevada Articles of Incorporationand the Nevada Bylaws are filed herewith as Exhibits 3.1 and 3.2, respectively.
Certain rights of the Company’s stockholders were changed as a result of the Reincorporation. A more detailed description of the Nevada Articles of Incorporation and the Nevada By-Laws, and the changes in rights of the Company’s stockholders as a result of the Reincorporation, is set forth in Proposal No. 1 of the Company’sProxy Statementfiled with the Securities and Exchange Commission on July 7, 2017, which describes the Reincorporation, and is incorporated herein by reference.
On September 20, 2017, we designated 2,000,000 shares of preferred stock as “2% Series A Convertible Preferred Stock” in connection with the filing of a Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of 2% Series A Convertible Preferred Stock (“Certificate of Designation”) with the Secretary of State of the State of Nevada. The Certificate of Designation is filed as Exhibit 3.3 hereto.
As previously disclosed on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 16, 2017, the Company previously entered into separate securities purchase agreements (the “Purchase Agreements”) to which it agreed to sell up to $4,750,000 of principal amount of convertible promissory notes (the “Notes”). Under the terms of the Purchase Agreement,the Notes shall automatically, and without any further action on the part of the investors, be exchanged for shares of Series A convertible preferred stock of the Company. As such, and to the Purchase Agreements, on September 20, 2017,the Company issued an aggregate of 19,194.72 shares of 2% Series A Convertible Preferred Stock, convertible into an aggregate of 1,919,472 shares of Common Stock, in exchange for $4,798,671 of Notes then outstanding (the “Exchange Transaction”).
The Exchange Transaction was made in reliance upon the exemption from the registration requirements of the Securities Act, to Section 3(a)(9) thereof.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
Bioptix, Inc. ExhibitEX-3.1 2 ex3x1.htm EXHIBIT 3.1 Exhibit 3.1 ARTICLES OF INCORPORATION OF BIOPTIX,…To view the full exhibit click here
About Bioptix, Inc. (NASDAQ:BIOP)
Bioptix, Inc., formerly Venaxis, Inc., provides Enhanced Surface Plasmon Resonance (SPR) platform for the detection of molecular interactions. The Company’s line of Enhanced SPR instruments are designed to increase the flexibility and reliability of SPR. Its SPR biosensors shed light on important binding parameters that are crucial for determining whether a biologic or small molecule drug will be efficacious in humans and at what dose a drug should be administered. Its technology is an ultra-sensitive detection platform. The design of its SPR spectrometers allows discrete areas within the sample cell to be interrogated simultaneously by use of photo-diode arrays aligned to the reflected beam from the sample cell. Its biosensors provide information on kinetic processes (association and dissociation), binding affinities, analyte concentrations and real-time molecule detection. The Company offers 404pi Enhanced SPR System, which enables real-time detection of biomolecular interactions.