0001079973-16-000894.txt : 20160404 0001079973-16-000894.hdr.sgml : 20160404 20160404085945 ACCESSION NUMBER: 0001079973-16-000894 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160331 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160404 DATE AS OF CHANGE: 20160404 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Venaxis, Inc. CENTRAL INDEX KEY: 0001167419 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 841553387 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33675 FILM NUMBER: 161549057 BUSINESS ADDRESS: STREET 1: 1585 S. PERRY STREET CITY: CASTLE ROCK STATE: CO ZIP: 80104 BUSINESS PHONE: (303) 794-2000 MAIL ADDRESS: STREET 1: 1585 S. PERRY STREET CITY: CASTLE ROCK STATE: CO ZIP: 80104 FORMER COMPANY: FORMER CONFORMED NAME: AspenBio Pharma, Inc. DATE OF NAME CHANGE: 20051110 FORMER COMPANY: FORMER CONFORMED NAME: ASPENBIO INC DATE OF NAME CHANGE: 20020213 8-K 1 appy_8k.htm FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) March 31, 2016

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

Colorado		001-33675		84-155337
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

1585 South Perry Street Castle Rock, Colorado		80104
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(303) 794-2000

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 8.01 Other Events.

On March 31, 2016, the one-for-eight reverse stock split of the Common Stock, no par value, of Venaxis, Inc. (the “Company”) was effective on NASDAQ. The Company’s transfer agent, Corporate Stock Transfer, Inc. (the “Warrant Agent”) serves as warrant agent under the Common Stock Purchase Warrant Agreement (the “Agreement”) dated as of May 30, 2013, by and between the Company and the Warrant Agent. The Company provided the Warrant Agent with the notice, attached to this Form 8-K as Exhibit 99.1, to describe the impact of the reverse stock split on the outstanding warrants under the Agreement. The notice attached as Exhibit 99.1 is incorporated into this Item 8.01.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

99.1	Notice to Corporate Stock Transfer, Inc., as Warrant Agent, dated April 1, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Venaxis, Inc. (Registrant)
April 4, 2016	By:	/s/ Jeffrey G. McGonegal
		Name:	Jeffrey G. McGonegal
		Title:	Chief Financial Officer

EX-99.1 2 ex99x1.htm EXHIBIT 99.1

Exhibit 99.1

[On Venaxis Letterhead]

April 1, 2016

Corporate Stock Transfer,

Warrant Agent

3200 Cherry Creek Drive, Suite 430

Denver, CO 80209

Re:

Common Stock Purchase Warrant Agreement (the “Agreement”) dated as of May 30, 2013, by and between Venaxis, Inc. (“Company”), and Corporate Stock Transfer, Inc. (“Warrant Agent”).

This letter constitutes a Notice under Section 7. g). of the above-referenced Agreement. Unless defined herein, all terms shall have the definition as provided in the Agreement.

On March 24, 2016, a reverse stock split proposal was approved by Venaxis’ shareholders at the Special Meeting of Shareholders. On March 25, 2016, the Board of Directors approved a reverse stock split of the Common Stock of one (1) share for each eight (8) shares (“Reverse Split”) of Common Stock. The Reverse Split was reflected at the open of the market on March 31, 2016.

As provided under the terms of the Agreement, in Section 4. a) (iii), such Reverse Split shall result in a proportionate adjustment to the Warrant. The Agreement provides that; “…. then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of the Warrant shall be proportionately adjusted such that the aggregate Exercise Price of the Warrant shall remain unchanged.

The fraction resulting from the above computation is 800%. Therefore as a result of the Reverse Split, each Warrant shall entitle Holder to subscribe for and purchase from the Company 0.04375 of a share of Common Stock resulting in the adjusted exercise price per Common Share of $10.88.

Please advise if there are any questions on this information.

Sincerely yours,

/s/ Jeffrey McGonegal

Jeffrey McGonegal

Chief Financial Officer

cc: Mary Mullany, Ballard Spahr LLP