8-K

0001193125-14-448921.txt : 20141219 0001193125-14-448921.hdr.sgml : 20141219 20141219172559 ACCESSION NUMBER: 0001193125-14-448921 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141215 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141219 DATE AS OF CHANGE: 20141219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Q Therapeutics, Inc. CENTRAL INDEX KEY: 0001366541 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 203708500 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52062 FILM NUMBER: 141300749 BUSINESS ADDRESS: STREET 1: 615 ARAPEEN DRIVE STREET 2: SUITE 102 CITY: SALT LAKE CITY STATE: UT ZIP: 84108 BUSINESS PHONE: (801) 582-5400 MAIL ADDRESS: STREET 1: 615 ARAPEEN DRIVE STREET 2: SUITE 102 CITY: SALT LAKE CITY STATE: UT ZIP: 84108 FORMER COMPANY: FORMER CONFORMED NAME: Q Holdings, Inc. DATE OF NAME CHANGE: 20111208 FORMER COMPANY: FORMER CONFORMED NAME: Grace 2, Inc. DATE OF NAME CHANGE: 20060619 8-K 1 d839523d8k.htm 8-K 8-K

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 15, 2014

Q THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)


Delaware	000-52062	20-3708500
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

615 Arapeen Drive, Suite 102 Salt Lake City, UT		84108
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (801) 582-5400

N/A

(Former name or former address 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:

¨	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 5.07. Submission of Matters to a Vote of Security Holders.

The disclosure set forth in Item 8.01 is incorporated herein by reference.

Item 8.01 Other Events.

On December 9, 2014, the Board of Directors of Q Therapeutics, Inc. (the “Company”) approved the addition of 6,250,000 shares of the Company’s common stock to the pool of shares reserved for issuance pursuant to the Company’s 2011 Equity Incentive Compensation Plan (the “Plan”) and authorized the officers to solicit the consent of the Company’s stockholders to increase the number of shares authorized for issuance pursuant to the Plan.

On December 15, 2014, stockholders representing approximately 68.1% of the issued and outstanding voting capital stock of the Company accepted our Board of Directors’ recommendation and voted by written consent to approve the increase of 6,250,000 shares of the common stock of the Company to the pool of shares reserved for issuance under the Plan, from 3,987,529 to 10,237,529 shares.

The foregoing summary is qualified in its entirety by reference to the full text of the written consent, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits


Number		Exhibit
99.1		Action by Consent of Stockholders.

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 hereunto duly authorized.


Date: December 19, 2014	Q THERAPEUTICS, INC.

	By:	/s/ DEBORAH A. EPPSTEIN
		Deborah A. Eppstein, PhD
		Title: Chief Executive Officer, President
		(Principal Executive Officer)

EXHIBIT INDEX

Q THERAPEUTICS, INC.


Number		Exhibit
99.1		Action by Consent of Stockholders.

EX-99.1 2 d839523dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Q THERAPEUTICS, INC.

ACTION BY WRITTEN CONSENT

OF STOCKHOLDERS

Effective as of December 15, 2014

The undersigned holders of outstanding shares of Q Therapeutics, Inc., a Delaware corporation (the “Corporation”), collectively holding not less than the minimum number of votes that would be necessary to authorize or take the following action at a meeting at which all outstanding shares of the Corporation entitled to vote thereon were present and voted, hereby adopt and approve the following resolution, in accordance with the requirements of the Delaware General Corporation Law, and as permitted by the Bylaws of the Corporation:

Approval of Increase in Shares Reserved for Issuance Under Plan

RESOLVED: That the undersigned stockholders hereby approves the action taken by the Corporation’s Board of Directors to increase by 6,250,000 the number of shares of the Corporation’s Common Stock reserved for issuance pursuant to the Corporation’s 2011 Equity Incentive Compensation Plan.

The undersigned direct that this Consent be filed with the minutes of the proceedings of the directors and stockholders of this Corporation. This Consent may be executed in any number of counterparts. This Consent may be executed by facsimile, or other electronic means, and upon such execution shall have the same force and effect as an original.

This Consent is executed to be effective as of December 15, 2014.


STOCKHOLDER:

Name:



Authorized Signature:



# of Shares: