0000939798-16-000167.txt : 20161220 0000939798-16-000167.hdr.sgml : 20161220 20161220141909 ACCESSION NUMBER: 0000939798-16-000167 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161220 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20161220 DATE AS OF CHANGE: 20161220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Growblox Sciences, Inc. CENTRAL INDEX KEY: 0001165320 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 593733133 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55462 FILM NUMBER: 162061103 BUSINESS ADDRESS: STREET 1: 6450 CAMERON STREET #110A CITY: LAS VEGAS STATE: NV ZIP: 89118 BUSINESS PHONE: (844) 843-2569 MAIL ADDRESS: STREET 1: 6450 CAMERON STREET #110A CITY: LAS VEGAS STATE: NV ZIP: 89118 FORMER COMPANY: FORMER CONFORMED NAME: Signature Exploration & Production Corp. DATE OF NAME CHANGE: 20080602 FORMER COMPANY: FORMER CONFORMED NAME: Diabetic Treatment Centers of America, Inc. DATE OF NAME CHANGE: 20040812 FORMER COMPANY: FORMER CONFORMED NAME: FLAGSTICK VENTURES INC DATE OF NAME CHANGE: 20020117 8-K 1 gblxeightkamendincorp.htm GBLX 8K AMEND CERT OF INCORP
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): December 12, 2016

GB Sciences, Inc.
(Exact name of Registrant as specified in its charter)


Delaware
(State or other Jurisdiction of
 Incorporation or organization)
000-55462
(Commission File Number)
59-3733133
(IRS Employer I.D. No.)

3550 W. Teco Avenue
Las Vegas, Nevada 89118
Phone: (844) 843-2569
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

Growblox Sciences, Inc.
(Former name, former address and former fiscal year, 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 (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 l 4a- l 2 under the Exchange Act ( 17 CFR 240. l 4a- l 2)

☐ Pre-commencement communications pursuant to Rule l 4d-2(b) under the Exchange Act (17 CFR 240. l 4d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. l 3e-4(c))



ITEM 5.03 Amendments to Articles of lncorporation.

Effective December 12, 2016, the Company amended its Certificate of Corporation pursuant to shareholder approval as reported in the current report on Form 8-K filed on October 14, 2016.  Pursuant to the amendment, section "1" was amended for the purpose of changing the name of the Company from Growblox Sciences, Inc. to GB Sciences, Inc.  and section "4" was changed to alter the structure of the authorized capital of the Company as described in the definitive proxy statement filed by the Company on August 26, 2016 and as set forth in Exhibit 3.1 to this Form 8-K.
ITEM 9.01 Exhibits.
Attached to this filing as Exhibit 3.1 is a copy of the Certificate of Amendment to the Certificate of Incorporation described in Item 5.03 above.
SIGNATURE PAGE

Pursuant to the requirement 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.

 
GB Sciences, Inc.
  
         
Dated: December 19, 2016
  
By:
/s/ John Poss
  
     
John Poss
  
     
Chief Executive Officer
  



EX-3.1 2 amendcertofincorp.htm AMENDMENT TO CERTIFICATE OF INCORPORATION
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of Growblox Sciences, Inc. resolutions were duly adopted setting forth a proposed amendment of the  Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolutions setting forth the proposed amendments are as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "1" so that, as amended, said Article shall be and read as follows:

1.
The name of the Corporation is:  GB Sciences, Inc.

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered "4" so that, as amended, said Article shall be and read as follows:

4.  The aggregate number of shares of capital stock which the Corporation shall have authority to issue is 250,000,000 shares, 200,000,000 of which shall be common shares, having a par value of $0.0001 per share, and 50,000,000 of which shall be preferred shares, having a par value of $0.0001 per share ("Preferred Shares").  The Board of Directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of the Preferred Shares in series, to establish the number of shares to be included in each such series, and to fix the designations, powers, preferences, and rights of the shares of each series and any qualifications, limitations or restrictions thereof.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, an annual meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 7th day of December, 2016.

By:_/s/ Ksenia Griswold___________________________________
 Authorized Officer
 Title: Chief Financial Officer
 Name: Ksenia Griswold