VALERITAS HOLDINGS, INC. (OTCBB:CYGM) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

0

VALERITAS HOLDINGS, INC. (OTCBB:CYGM) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item5.03

Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On March8, 2017, Valeritas Holdings, Inc. (the Company)
held a Special Meeting of Stockholders (the Special
Meeting
) at which the Companys stockholders approved certain
proposals to amend the Companys Amended and Restated Certificate
of Incorporation (the Charter Amendments) in order to
effect (i)a reverse stock split of the Companys issued and
outstanding common stock, par value $0.001 per share (the
Common Stock) at a ratio in the range of 2-for-1 and up to
10-for-1, with such ratio to be subsequently determined in the
discretion of the Companys board of directors (the Board)
and with such reverse stock split to be effected at such time and
date, if at all, in its sole discretion (the Reverse Split
Proposal
), and (ii)an increase in the number of authorized
shares of the Companys preferred stock, par value $0.001 per
share (the Preferred Stock) the Company is authorized to
issue from 10,000,000 to 50,000,000 (the Preferred Increase
Proposal
).

On March8, 2017, following stockholder approval of the Reverse
Split Proposal, the Board approved a reverse stock split of the
Common Stock at a ratio of 8-for-1 (the Approved Split) to
be effective upon approval of the Approved Split by the Financial
Industry Regulatory Authority, Inc. (FINRA). On March13,
2017, the Company received approval of the Approved Split from
FINRA and proceeded to file with the Secretary of State of the
State of Delaware the Charter Amendments to affect the Preferred
Increase Proposal and the Approved Split. The Approved Split will
be effective at 9:00 a.m. on March15, 2017 (the Effective
Time
).

In connection with the Approved Split, the Charter Amendments
provide that, among other things, at the Effective Time, every
eight shares of the Companys issued and outstanding Common Stock
will automatically be combined into one issued and outstanding
share of Common Stock, without any change in par value per share.
As a result of the Approved Split, the number of issued and
outstanding shares of Common Stock will be reduced from
13,127,311 shares to approximately 1,640,891 shares.

The new CUSIP number for the Common Stock following the Approved
Split is 91914N 202. As a result of the Approved Split, holders
of old Common Stock prior to the Effective Time have the right to
receive new shares of Common Stock at the ratio of one share of
new Common Stock for every eight shares of old Common Stock. No
fractional shares will be issued in connection with the Approved
Split. Instead, holders of old shares of Common Stock who
otherwise would have received fractional shares will receive an
amount in cash equal to the value of such fractional shares based
on the closing price of the Companys Common Stock on the trading
day immediately preceding the Effective Time. Each stockholders
percentage ownership interest in the Company and the proportional
voting power remain unchanged in connection with the Approved
Split, except for minor changes and adjustments resulting from
rounding of fractional interests. The rights and privileges of
the holders of the Common Stock are unaffected by the Approved
Split.

The foregoing summaries of the Charter Amendments are qualified
in their entirety by reference to the Charter Amendments, which
are attached to this Current Report on Form 8-K as Exhibit 3.1
and Exhibit 3.2 and incorporated herein by reference.

Item5.07 Submission of Matters to a Vote of Security
Holders.

Of the 13,148,811 shares outstanding as of February 13, 2017, the
record date for the Special Meeting, 10,203,860 shares, or 78%,
were present or represented by proxy at the Special Meeting. The
following is a brief description of each matter voted upon at the
Special Meeting, as well as the number of votes cast for or
against each matter and the number of abstentions and broker
non-votes with respect to each matter.

Proposal 1: The Reverse Split Proposal.

The Companys stockholders approved the Reverse Split Proposal.
The tabulation of votes on this matter was as follows: shares
voted for: 10,156,799; shares voted against: 44,121; and shares
abstaining and broker non-votes: 2,940.

Proposal 2: The Preferred Increase Proposal.

The Companys stockholders approved the Preferred Increase
Proposal. The tabulation of votes on this matter was as follows:
shares voted for: 10,156,799; shares voted against: 46,621; and
shares abstaining and broker non-votes: 440.

Proposal 3: To authorize an adjournment of the Special
Meeting, if necessary, to solicit additional proxies if there are
not sufficient votes in favor of either Proposal 1 or Proposal
2.

The Companys stockholders approved an authorization to adjourn
the Special Meeting, if necessary, to solicit additional proxies
if there were not sufficient votes in favor of either Proposal 1
or Proposal 2. The tabulation of votes on this matter was as
follows: shares voted for: 10,159,939; shares voted against:
43,921; and shares abstaining and broker non-votes: 0. No
adjournment of the Special Meeting was necessary.

Item8.01. Other Events.

On March13, 2017, the Company issued a press release announcing
the Approved Split. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K.

Item9.01. Financial Statements and Exhibits.
(d) Exhibits.

ExhibitNo.

Description

3.1 Amendment to Amended and Restated Certificate of
Incorporation of Valeritas Holdings, Inc. regarding the
Approved Split.
3.2 Amendment to Amended and Restated Certificate of
Incorporation of Valeritas Holdings, Inc. regarding the
Preferred Increase Proposal.
99.1 Press release, dated March 13, 2017.

EXHIBIT INDEX

ExhibitNo.

Description

3.1 Amendment to Amended and Restated Certificate of
Incorporation of Valeritas Holdings, Inc. regarding the
Approved Split.
3.2 Amendment to Amended and Restated Certificate of
Incorporation of Valeritas Holdings, Inc. regarding the
Preferred Increase Proposal.
99.1 Press release, dated March 13, 2017.


About VALERITAS HOLDINGS, INC. (OTCBB:CYGM)

Valeritas Holdings, Inc., formerly Cleaner Yoga Mat, Inc., is a commercial-stage medical technology company. The Company is focused on developing technologies for Type 2 diabetes. The Company’s product, the V-Go Wearable Insulin Delivery Device (V-Go), is an insulin delivery device that helps patients with Type 2 diabetes requiring insulin to maintain their target blood glucose goals. V-Go is a disposable insulin delivery device that a patient adheres to his or her skin every 24 hours. V-Go enables patients to closely mimic the body’s normal physiologic pattern of insulin delivery throughout the day and to manage their diabetes with insulin without the need to plan a daily routine around multiple daily injections. The Company has developed V-Go utilizing its h-Patch platform as a patient-focused solution to address insulin therapies. Its h-Patch platform facilitates the subcutaneous delivery of injectable medicines to patients across a range of therapeutic areas.